SUBLEASE

WHEREAS the University of Connecticut is authorized by a certain Standard Form
of Office Lease and Rider [Exhibit A], dated March 31, 1995 ["Master Lease"],
with Northeast Summer Limited Partnership, the interest of the Owner in which
the Lease was assigned on April 28, 1995 to K/B Realty Advisors, Inc., and is
now held by K/B Fund II, hereinafter called the "OWNER" and specifically by a
consent to sublease in the November 4, 1997 letter from Mark Halan, Senior
Manager for K/B Realty Advisors, Inc. to Larry Schilling, the University's
Director of Facilities Management, Exhibit B hereto, to sublease approximately
13,000 square feet of space located on the fourth floor of the building at 2777
Summer Street, Stamford, Connecticut, as evidenced now therefore:

     This sublease is made and entered into as of the 15th day of November,
1998, by and between the University of Connecticut, hereafter called the
SUBLESSOR, acting herein by Dale M. Dreyfuss, its Vice Chancellor for Business
and Administration pursuant to the provisions of Public Act 93-201, Section 3,
and International Telecommunications Data Systems, Inc., [ITDS], a Connecticut
corporation, hereinafter called the SUBLESSEE, acting herein by Peter L.
Masanotti, its Executive Vice President for Operations -- Stamford and General
Counsel, duly authorized.

                                   WITNESSETH:

The parties hereto, for the consideration hereinafter mentioned, covenant and
agree to sublease the SUBLESSOR'S interest in the "Master Lease" to the
SUBLESSEE as follows:

1. The SUBLESSOR hereby subleases unto the SUBLESSEE approximately 13,000 square
feet of space, located on the fourth floor of the building located at 2777
Summer Street, Stamford, Connecticut, as shown on Exhibit D, together with the
right to means of ingress into and egress out of the leased premises. All terms
and conditions of the "Master Lease" are incorporated herein by reference except
as modified herein.

The premises are to be used by the SUBLESSEE as office space.

2. The term of the lease shall be December 15, 1998 through March 14, 2000.

3. The SUBLESSEE shall pay no rent for the period November 15, 1998 through
December 15, 1998. Commencing on December 15, 1998, the SUBLESSEE shall pay the
SUBLESSOR the rental of Thirteen Thousand Five Hundred Forty-One Dollars and
Sixty-Seven Cents [$13,541.67] per month, payable in advance. A Check in payment
of rent shall be made payable to the order of the University of Connecticut,

                                       -1-
<PAGE>


and shall be sent to the Accounts Receivable Office, Box U-73, Storrs,
Connecticut 06269-2073.

If the SUBLESSEE fails to pay the rent by the tenth of each month, the SUBLESSEE
shall pay the SUBLESSOR a late payment charge of $50.00 per occurrence.

4. The SUBLESSOR warrants and represents to the SUBLESSEE that the "Master
Lease" has not been amended or modified except as expressly set forth herein,
that the SUBLESSOR is not now, as of the commencement of the Term hereof will
not be in default or breach of any provisions of the "Master Lease", and that
the SUBLESSOR has no knowledge of any claim by the OWNER that the SUBLESSOR is
in default or breach of any provisions of the "Master Lease".

5. The parties hereto agree that this Sublease is not to be assigned and that
the leased premises are not to be sublet, in whole or in part, by the SUBLESSEE
without the prior written consent of the University of Connecticut's Vice
Chancellor for Business and Administration and the OWNER, and otherwise in
compliance with the terms and conditions of the "Master Lease". In the event
such consent is given, it shall be a condition of the aforementioned consent
that the SUBLESSEE provide the SUBLESSOR with the name, address, financial
statement and description of the business of the proposed assignee or SUBLESSEE.
The SUBLESSEE shall remain fully liable under all the terms, covenants and
conditions of this Sublease, including, but not limited to, the provisions of
payment of rent, until there is a proper assignment or subletting.

6. The parties hereto agree that if the "Master Lease" requires the SUBLESSOR to
pay to OWNER all or portion of the expenses of operating the building and/or
project of which the Premises are a part ["Operating Costs"], including but not
limited to taxes, utilities, or insurance, then the SUBLESSEE shall pay to
SUBLESSOR as additional rent any increases in operating and taxes over a 1999
base year. Such additional rent shall be payable as and when Operating Costs are
payable by the SUBLESSOR to the OWNER. If the "Master Lease" provides for the
payment by the SUBLESSOR of Operating Costs on the basis of an estimate thereof,
then as and when adjustments between estimated and actual Operating Costs are
made under the "Master Lease", the obligations of the SUBLESSOR and SUBLESSEE
shall be adjusted in a like manner; and if such adjustment shall occur after the
expiration or earlier termination of this Sublease, then the obligations of the
SUBLESSOR and SUBLESSEE under this Section shall survive such expiration or
termination. SUBLESSOR shall, upon request by SUBLESSEE, furnish SUBLESSEE with
copies of all statements submitted by OWNER of actual or estimated Operating
Costs during the term of this Sublease.

7. Notices from the SUBLESSOR or OWNER to the SUBLESSEE shall be sufficient if
delivered to the SUBLESSEE in care of Telecommunication Data Systems, Inc.,

                                       -2-
<PAGE>


225 High Ridge Road, Stamford, CT 06905, or if placed with the United Postal
Service properly addressed to the SUBLESSEE in care of its Executive Vice
President for Operations -- Stamford and General Counsel.

Notices from the SUBLESSEE to the SUBLESSOR shall be sufficient of place with
the United States Postal Service, certified mail, postage prepaid, addressed to
the Vice Chancellor for Business and Administration, University of Connecticut,
352 Mansfield Road, U-72, Storrs, CT 06269-2072 and copied to the OWNER at its
offices at 2777 Summer Street, Stamford, CT 06905.

8. All applicable terms and conditions of the "Master Lease" are incorporated
into and made a part of the Sublease as if the SUBLESSEE were the SUBLESSOR
thereunder, the SUBLESSEE the SUBLESSOR thereunder, and the Premises the Master
Premises.

SUBLESSEE assumes and agrees to perform the SUBLESSOR's obligations under the
"Master Lease" during the Term to the extent that such obligations are
applicable to the Premises, except that the obligations to pay the rent to the
OWNER under the "Master Lease" shall be considered performed by the SUBLESSEE to
the extent and in the amount rent is paid to SUBLESSOR in accordance with
Section 3 of this Sublease. SUBLESSEE shall commit or suffer any act or omission
that will violate any of the provisions of the "Master Lease". SUBLESSOR shall
exercise due diligence in attempting to cause the OWNER to perform its
obligations under the "Master Lease" for the benefit of the SUBLESSEE. If the
"Master Lease" terminates, this Sublease shall terminate and the parties shall
be relieved of any further liability or obligation under the Sublease, provided
however, that if the "Master Lease" terminates as a result of a default or
breach by SUBLESSOR or SUBLESSEE under this Sublease and/or the "Master Lease",
then the defaulting party shall be liable to the nondefaulting party for the
damage suffered as a result of such termination. Notwithstanding the foregoing,
if the "Master Lease" gives SUBLESSOR any right to terminate the "Master Lease"
in event of the partial or total damage, destruction, or condemnation of the
Master Premises or the building or project of which the Master Premises are a
part, the exercise of such right by the SUBLESSOR shall not constitute a default
or breach hereunder.

SUBLESSOR agrees to observe and perform its obligations under the terms of the
"Master Lease". SUBLESSOR shall not do or permit anything to be done which would
cause the "Master Lease" to be terminated or forfeited for reason of any right
or termination or forfeiture reserved or vested on OWNER or SUBLESSOR including
without limitation the provisions of Article 58 -- Option to Terminate of the
Master Lease [option to terminate].

Anything contained herein to the contrary notwithstanding, the following
Articles of the Master Lease are hereby deemed deleted for purposes of
incorporation by

                                       -3-
<PAGE>


reference of this Sublease: The fixed rent referenced in the first recitals;
Article 2 -- Occupancy; Article 34 -- Security; Article 38 -- Term: Preparation
for Occupancy and Possession; Article 41 -- Operation Expense and Tax
Escalation, [except that the definition of taxes and operation expenses shall be
used to determine operating costs for purposes of calculating Sublessee's
payments as described in Paragraph 7 of the Sublease]; Articles 44[c, e and f]
-- electricity and Article 46 -- Broker.

9. This Sublease shall be of no force or effect unless consented to by the OWNER
within 10 days after the execution hereof, if such consent is required under the
terms of the "Master Lease".

All other Sections of the "Master Lease" remain intact and in accordance with
the terms of said lease. Notwithstanding anything to the contrary herein, this
Agreement shall not modify the "Master Lease" in any way as between the OWNER
and SUBLESSOR and SUBLESSOR remains primarily liable to the OWNER under the
"Master Lease".

                                       -4-
<PAGE>


IN WITNESS WHEREOF, the parties have hereunto set their hands.

Signed in the presence of:


                                        International Telecommunications Data
                                          Systems, Inc.

/s/ Susan M. Vickers               )
-----------------------------------)
Susan M. Vickers                   )    by /s/ Peter L. Masanotti
                                   )       ----------------------
                                   )    Peter L. Masanotti
                                   )    Its Executive Vice President for
/s/ Kavita Kuppuswamy              )    Operations--Stamford and General Counsel
-----------------------------------)    duly authorized
Kavita Kuppuswamy

                                        Date signed: 11/19/98
                                                     ---------------------------
                                        University of Connecticut


/s/ Barbara M. Simmons             )    by /s/ Dale M. Dreyfuss
-----------------------------------)       -------------------------------------
Barbara M. Simmons                 )    Dale M. Dreyfuss
                                   )    Its Vice Chancellor for Business and
/s/ Rose P. Lacasse                )    Administration
-----------------------------------)    duly authorized
Rose P. Lacasse

                                        Date signed: 12/1/98
                                                     ---------------------------

State of Connecticut
County of Fairfield

     The foregoing instrument was acknowledged before me this 19th day of
November, 1998 by Peter L. Masanotti, Executive Vice President for Operations --
Stamford and General Counsel of International Telecommunications Data Systems,
Inc., a Connecticut corporation, on behalf of the corporation.

                                      In witness whereof I hereunto set my hand.


                                      /s/ Susan M. Vickers
                                      ------------------------------------------
                                      Notary Public
                                      My commission expires: October 31, 1999

                                       -5-
<PAGE>


State of Connecticut
County of Tolland

     On this the 1st day of December, 1998, before me Isabelle Atwood, the
undersigned officer, personally appeared Dale M. Dreyfuss, of the University of
Connecticut, known to me to be the person described in the foregoing instrument,
and acknowledged that he executed the same in the capacity therein stated and
for the purposes therein contained.

                                       In witness whereof I hereunto set my hand


                                       /s/ Isabelle Atwood
                                       -----------------------------------------
                                       Notary Public
                                       My commission expires: 4/30/2001

Approved

/s/[illegible signature]               Date: 12/14/98
------------------------------               -----------------------------------
Associate Attorney General

                                       -6-
<PAGE>


                                                                    Attachment A


                             STANDARD FORM OF OFFICE

                                 LEASE AND RIDER

                                Table of Contents

<TABLE>
<CAPTION>
Article                                                                             Page
-------                                                                             ----

<S>                                                                                    <C>
1.     Rent............................................................................1

2.     Occupancy.......................................................................1

3.     Tenant Alterations..............................................................2

4.     Maintenance and Repairs.........................................................2

5.     Window Cleaning.................................................................3

6.     Requirements of Law, Fire Insurance, Floor Loads................................3

7.     Subordination...................................................................5

8.     Property--Loss, Damage, Reimbursement, Indemnity................................5

9.     Destruction, Fire and Other Casualty............................................5

10.    Eminent Domain..................................................................6

11.    Assignment, Mortgage, Etc.......................................................6

12.    Electric Current................................................................7

13.    Access to Premises..............................................................7

14.    Vault, Vault Space, Area........................................................8

15.    Occupancy.......................................................................8

16.    Bankruptcy......................................................................8

17.    Default.........................................................................9
<PAGE>



18.    Remedies of Owner and Waiver of Redemption.....................................10

19.    Fees and Expenses..............................................................11

20.    Building Alterations and Management............................................11

21.    No Representations by Owners...................................................12

22.    End of Term....................................................................12

23.    Quiet Enjoyment................................................................12

24.    Failure to Give Possession.....................................................12

25.    No Waiver......................................................................13

26.    Waiver of Trial by Jury........................................................13

27.    Inability to Perform...........................................................14

28.    Bills and Notices..............................................................14

29.    Services Provided by Owners....................................................14

30.    Captions.......................................................................14

31.    Definitions....................................................................15

32.    Adjacent Excavation-Shoring....................................................15

34.    Security.......................................................................15

35.    Estoppel Certificate...........................................................16

36.    Successors and Assigns.........................................................16

37.    Additional Definitions.........................................................18

38.    Term:  Preparation for Occupancy and Possession................................19

39.    Rent...........................................................................21

40.    Parking........................................................................22

41.    Operating Expense and Tax Escalation...........................................23
<PAGE>


42.    Cleaning; Trash Removal........................................................28

43.    Heating, Ventilation and Air-Conditioning......................................29

44.    Electricity....................................................................30

45.    Amendments for Financing; Information for Mortgagees...........................34

46.    Broker.........................................................................35

47.    Building Name; Tenant Signs; Directory.........................................35

48.    Holdover.......................................................................35

49.    Insurance and Indemnity........................................................35

50.    Exculpation....................................................................37

5.1    Partnership....................................................................37

52.    Restrictions on Use............................................................38

53.    Rules and Regulations..........................................................38

54.    Tenant's Alterations...........................................................39

55.    Notice.........................................................................39

56.    Miscellaneous..................................................................40

57.    Amendments to Printed Form.....................................................42

58.    Option to Terminate............................................................43

59.    Attorney General Approval......................................................44

60.    Non-discrimination.............................................................44
</TABLE>


Exhibit A - Rules and Regulations
Exhibit B - Cleaning Specifications
Exhibit C - Work Specifications
Exhibit D - Floor Plan
<PAGE>


                          STANDARD FORM OF OFFICE LEASE
                     The Real Estate Board of New York, Inc.

     AGREEMENT OF LEASE, made as of this 31st day of March 1995, between
NORTHEAST SUMMER LIMITED PARTNERSHIP, a Connecticut limited partnership, having
an office at 100 Clearbrook Road, Elmsford, New York 10523 party of the first
part, hereinafter referred to as OWNER, and UNIVERSITY OF CONNECTICUT, having an
address at Box U-122, Storrs, Connecticut 06269 party of the second part,
hereinafter referred to as TENANT,

     Witnesseth: Owner hereby leases to Tenant and Tenant hereby hires from
Owner the area of the 4th floor shown on the floor plan annexed hereto as
Exhibit D (the "demised premises") (approximately 13,000 square feet, the
"Rentable Area") in the building known as 2777 Summer Street (the "Building") in
the borough of Stamford, Connecticut, for the term of five (5) years (or until
such term shall sooner cease and expire as hereinafter provided), at an annual
rental rate of (the "Fixed Annual Rent") of $266,500.00 per annum which Tenant
agrees to pay in lawful money of the United States which shall be legal tender
in payment of all debts and dues, public and private, at the time of payment, in
equal monthly installments in advance on the first day of each calendar month
during said term, at the office of Owner or such other place as Owner may
designate, without any set off or deduction whatsoever, except that Tenant shall
pay the first monthly installment(s) on the execution hereof (unless this lease
be a renewal).

     In the event that, at the commencement of the term of this lease, or
thereafter, Tenant shall be in default in the payment of rent to Owner pursuant
to the terms of another lease with Owner or with Owner's predecessor in
interest, Owner may then and without notice to Tenant add the amount of such
arrears shall be added to any monthly installment of rent payable hereunder and
the same shall be payable to Owner as additional rent.

       The parties hereto, for themselves, their heirs, distributees, executors,
administrators, legal representatives, successors and assigns, hereby covenant
as follows:

     1. Rent: Tenant shall pay the rent as above and as hereinafter provided.

     2. Occupancy: Tenant shall use and occupy demised premises for general
office use and classrooms for graduate and post graduate studies only and for no
other purpose. Notwithstanding anything contained herein to the contrary, Tenant
shall not have more than 52 occupants in the demised premises between the hours
of 8:00 a.m. and 6:00 p.m. on business days and 55 occupants in the demised
premises between the hours of 8:00 a.m. and 6:00 p.m. every other Friday.

                                          -1-
<PAGE>


     3. Tenant Alterations: Tenant shall make no changes in or to the demised
premises of any nature without Owner's prior written consent. Subject to the
prior written consent of Owner, and to the provisions of this article, Tenant at
Tenant's expense, may make alterations, installations, additions or improvements
which are non-structural and which do not affect utility services or plumbing
and electrical lines, in or to the interior of the demised premises by using
contractors or mechanics first approved by Owner. Tenant shall, before making
any alterations, additions, installations or improvements, at its expense,
obtain all permits, approvals and certificates required by any governmental or
quasi-governmental bodies and (upon completion) certificates of final approval
thereof and shall deliver promptly duplicates of all such permits, approvals and
certificates to Owner and Tenant agrees to carry and will cause Tenant's
contractors and sub-contractors to carry such workmen's compensation, general
liability, personal and property damage insurance as Owner may require. If any
mechanic's lien is filed against the demised premises, or the building of which
the same forms a part, for work claimed to have been done for, or materials
furnished to, Tenant, whether or not done pursuant to this article, the same
shall be discharged by Tenant within ten days thereafter, at Tenant's expense,
by filing the bond required by law. All fixtures and all paneling, partitions,
railings and like installations, installed in the premises at any time, either
by Tenant or by Owner in Tenant's behalf, shall, upon installation, become the
property of Owner and shall remain upon and be surrendered with the demised
premises unless Owner, by notice to Tenant no later than twenty days prior to
the date fixed as the termination of this lease, elects to relinquish Owner's
right thereto and to have them removed by Tenant, in which event the same shall
be removed from the premises by Tenant prior to the expiration of the lease, at
Tenant's expense. Nothing in this Article shall be construed to give Owner title
to or to prevent Tenant's removal of trade fixtures, moveable office furniture
and equipment, but upon removal of any such from the premises or upon removal of
other installations as may be required by Owner, Tenant shall immediately and at
its expense, repair and restore the premises to the condition existing prior to
installation and repair any damage to the demised premises or the building due
to such removal. All property permitted or required to be removed, by Tenant at
the end of the term remaining in the premises after Tenant's removal shall be
deemed abandoned and may, at the election of Owner, either be included as
Owner's property or may be removed from the premises by Owner, at Tenant's
expense. (See Article 54)

     4. Maintenance and Repairs: Tenant shall, throughout the term of this
lease, take good care of the demised premises and the fixtures and appurtenances
therein. Tenant shall be responsible for all damage or injury to the demised
premises or any other part of the building and the systems and equipment
thereof, whether requiring structural or nonstructural repairs caused by or
resulting from carelessness, omission, neglect or improper conduct of Tenant,
Tenant's subtenants, agents, employees, invitee or licensees, or which arise out
of any work, labor, service or equipment done for or supplied to Tenant or any
subtenant or arising out of the

                                       -2-
<PAGE>


installation, use or operation of the property or equipment of Tenant or any
subtenant. Tenant shall also repair all damage to the building and the demised
premises caused by the moving of Tenant's fixtures, furniture and equipment.
Tenant shall promptly make, at Tenant's expense, all repairs in and to the
demised premises for which Tenant is responsible, using only the contractor for
the trade or trades in question, selected from a list of at least two
contractors per trade submitted by Owner. Any other repairs in or to the
building or the facilities and systems thereof for which Tenant is responsible
shall be performed by Owner at the Tenant's expense. Owner shall maintain in
good working order and repair the exterior and the structural portions of the
building, including the structural portions of its demised premises, and the
public portions of the building interior and the building plumbing, electrical,
heating and ventilating systems (to the extent such systems presently exist)
serving the demised premises. Tenant agrees to give prompt notice of any
defective condition in the premises for which Owner may be responsible
hereunder. There shall be no allowance to Tenant for diminution of rental value
and no liability on the part of Owner by reason of inconvenience, annoyance or
injury in business arising from Owner or others making repairs, alterations,
additions or improvements in or to any portion of the building or the demised
premises or in and to the fixtures, appurtenances or equipment thereof. It is
specifically agreed that Tenant shall not be entitled to any setoff or reduction
of rent by reason of any failure of Owner to comply with the covenants of this
or any other article of this lease. Tenant agrees that Tenant's sole remedy at
law in such instance will be by way of an action for damages for breach of
contract. The provisions of this Article 4 shall not apply in the case of fire
or other casualty which are dealt with in Article 9 hereof. Nothing contained
herein shall be deemed a waiver of Tenant's [illegible] law right to claim
constructive eviction to the extent permitted by laws and requirements of public
authorities if Owner shall fail to perform any of its material obligations under
this Lease. (See Article 57)

     5. Window Cleaning: Tenant will not clean nor require, permit, suffer or
allow any window in the demised premises to be cleaned from the outside in
violation of Section 202 of the Labor Law or any other applicable law, or of any
other Board or body having or asserting jurisdiction.

     6. Requirements of Law, Fire Insurance, Floor Loads: Prior to the
commencement of the lease term, if Tenant is then in possession, and at all
times thereafter, Tenant, at Tenant's sole cost and expense, shall promptly
comply with all present and future laws, orders and regulations of all state,
federal, municipal and local governments, departments, commissions and boards
and any direction of any public officer pursuant to law, and all orders, rules
and regulations of the Connecticut Board of Fire Underwriters, Insurance
Services Office, or any similar body which shall impose any violation, order or
duty upon Owner or Tenant with respect to the demised premises, whether or not
arising out of Tenant's use or manner of use thereof (including Tenant's
permitted use) or, with respect to the

                                       -3-
<PAGE>


building if arising out of Tenant's use or manner of use of the premises or the
building (including the use permitted under the lease). Nothing herein shall
require Tenant to make structural repairs or alterations unless Tenant has, by
its manner of use of the demised premises or method of operations therein,
violated any such laws, ordinances, orders, rules, regulations or requirements
with respect thereto. Tenant may, after securing Owner to Owner's satisfaction
against all damages, interest, penalties and expenses, including, but not
limited to, reasonable attorney's fees, by cash deposit or by surety bond in the
amount and in a company satisfactory to Owner, context and appeal any such laws,
ordinances, orders, rules, regulations or requirements provided same is done
with all reasonable promptness and provided such appeal shall not subject Owner
to prosecution for a criminal offense of constitute a default under any lease or
mortgage under which Owner may be obligated, or cause the demised premises or
any part thereof to be condemned or vacated. Tenant shall not do or permit any
act or thing to be done in or to the demised premises which is contrary to law,
or which will invalidate or be in conflict with public liability, fire or other
policies of insurance at any time certified by or for the benefit of Owner with
respect to the demised premises or the building of which the demised premises
forms a part, or which shall or might subject Owner to any liability or
responsibility in any person or for property damage. Tenant shall not keep
anything in the demised premises except as now or hereafter permitted by the
Fire Department, Board of Fire Underwriters, Fire Insurance Rating Organization
or other authority having jurisdiction, and then only in such manner and such
quality so as not to increase the rate for fire insurance applicable to the
building, nor use the premises in a manner which will increase the insurance
rate for the building or any property located therein over that in effect prior
to the commencement of Tenant's occupancy. Tenant shall pay all costs, expenses,
fines, penalties, or damages, which may be imposed upon Owner by reason of
Tenant's failure to comply with the provisions of this article and if by reason
of such failure the fire insurance rate shall, at the beginning of this lease or
at any time thereafter, be higher than it otherwise would be, then Tenant shall
reimburse Owner, as additional rent hereunder, for that portion of all the
insurance premiums thereafter aid by Owner which shall have been charged because
of such failure by Tenant. In any actions or proceeding wherein Owner and Tenant
are parties, a schedule or "make-up" of rule for the building on demised
premises issued by the Connecticut Fire Insurance Exchange, or other entity
risking life insurance rates applicable to said premises shall be conclusive
evidence of the facts therein stated and of the several items until charges in
the fire insurance rates then applicable to said premises. Tenant shall not
place a load upon any floor of the demised premises exceeding the floor load per
square foot area which it was designed to carry and which is allowed by law.
Owner reserves the right to prescribe the weight and position of all safes,
business machines and mechanical equipment. Such installations shall be placed
and maintained by Tenant, at Tenant's expense. In selling sufficient, in Owner's
judgment, to absorb and prevent vibration, noise and annoyance.

                                       -4-

<PAGE>


     7. Subordination: This lease is subject and subordinate to all ground or
underlying leases and to all mortgages which may now hereafter affect such
leases or the real property of which demised premises are a part and to all
renewals, modifications, consolidations, replacements and extensions of any such
underlying leases and mortgages. This clause shall be self-operative and no
further instrument of subordination shall be required by any ground or
underlying lessor or by any mortgagee, affecting any lease or the real property
of which the demised premises are a part. In confirmation of such subordination,
Tenant shall execute promptly any certificate that Owner may request. (See
Article 57)

     8. Property--Loss, Damage, Reimbursement, Indemnity: Owner or its agents
shall not be liable for any damage to property of Tenant or of others entrusted
to employees of the building, nor for loss of or damage to any property of
Tenant by theft or otherwise, nor for any injury or damage to persons or
property resulting from any cause of whatsoever nature, unless caused by or due
to the negligence of Owner, its agents, servants or employees. Owner or its
agents will not be liable for any such damage caused by other tenants or persons
in, upon or about said building or caused by operations in construction of any
private, public or quasi public work. If at any time any windows of the demised
premises are temporarily closed, darkened or bricked up (or permanently closed,
darkened or bricked up, if required by law) for any reason whatsoever including,
but not limited to Owner's own acts, Owner shall not be liable for any damage
Tenant may sustain thereby and Tenant shall not be entitled to any compensation
therefor nor abatement or diminution of rent nor shall the same release Tenant
from its obligations hereunder nor constitute an eviction.

     9. Destruction, Fire and Other Casualty: (a) If the demised premises or any
part thereof shall be damaged by fire or other casualty, Tenant shall give
immediate notice thereof to Owner and this lease shall continue in full force
and effect except as hereinafter set forth. (b) If the demised premises are
partially damaged or rendered partially unusable by fire or other casualty, the
damages thereto shall be repaired by and at the expense of Owner and the rent,
until such repair shall be substantially completed, shall be apportioned from
the day following the casualty according to the part of the premises which is
usable. (c) If the demised premises are totally damaged or rendered wholly
unusable by fire or other casualty, then the rent shall be proportionately paid
up to the time of the casualty and thenceforth shall cease until the date when
the premises shall have been repaired and restored by Owner subject to Owner's
right to elect not to restore the same as hereinafter provided. (d) If the
demised premises are rendered wholly unusable or (whether or not the demised
premises are damaged in whole or in part) if the building shall be so damaged
that Owner shall decide to demolish it or to rebuild it, then, in any of such
events, Owner may elect to terminate this lease by written notice to Tenant,
given within [illegible] days after such fire or casualty, specifying a date for
the expiration of the lease, which date shall not be more than 60 days after the

                                       -5-
<PAGE>


giving of such notice, and upon the date specified in such notice the term of
this lease shall expire as fully and completely as if such date were the date
set forth above for the termination of this lease and Tenant shall forthwith
quit, surrender and vacate the premises without prejudice however, to Landlord's
rights and remedies against Tenant under the lease provisions in effect prior to
such termination, and any rent owing shall be paid up to such date and any
payments of rent made by Tenant which were on account of any period subsequent
to such date shall be returned to Tenant. Unless Owners shall serve a
termination notice as provided for herein, Owner shall make the repairs and
restorations under the conditions of (b) and (c) hereof, with all reasonable
expedition, subject to delays due to adjustment of insurance claims, labor
troubles and causes beyond Owner's control. After any such casualty, Tenant
shall cooperate with Owner's restoration by removing from the premises as
promptly as reasonably possible, all of Tenant's salvageable inventory and
movable equipment, furniture, and other property. Tenant's liability for rent
shall resume five (5) days after written notice from Owner that the premises are
substantially ready for Tenant's occupancy. (e) Nothing contained hereinabove
shall relieve Tenant from liability that may exist as a result of damage from
fire or other casualty. Notwithstanding the foregoing, each party shall look
first to any insurance in its favor before making any claim against the other
party for recovery for loss or damage resulting from fire or other casualty, and
to the extent that such insurance is in force and collectible and to the extent
permitted by law, Owner and Tenant each hereby releases and waives all right of
recovery against the other or any one claiming through or under each of them by
way of subrogation or otherwise. The foregoing release and waiver shall be in
force only if both Releasers' insurance policies contain a clause providing that
such a release or waiver shall not invalidate the insurance. If, and in the
extent, that such waiver can be obtained only by the payment of additional
premiums, then the party benefitting from the waiver shall pay such premium
within ten days after written demand or shall be deemed to have agreed that the
party obtaining insurance coverage shall be free of any further obligation under
the provisions hereof with respect to waiver of subrogation. Tenant acknowledges
that Owner will not carry insurance on Tenant's furniture and/or furnishings or
any fixtures or equipment, improvements, or appurtenances removable by Tenant
and agrees that Owner will not be obligated to repair any damages thereto or
replace the same.

     10. Eminent Domain: If the whole or any part of the demised premises shall
be acquired or condemned by Eminent Domain for any public or quasi public use or
purpose, then and in that event, the term of this lease shall cease and
terminate from the date of title vesting in such proceeding and Tenant shall
have no claim for the value of any unexpired term of said lease and assigns to
Owner, Tenant's entire interest in any such award.

     11. Assignment, Mortgage, Etc.: Tenant, for itself, its heirs,
distributees, executors, administrators, legal representatives, successors and
assigns, expressly

                                       -6-
<PAGE>


covenants that it shall not assign, mortgage or encumber this agreement, nor
underlet, or suffer or permit the demised premises or any part thereof to be
used by others, without the prior written consent of Owner. In each instance,
Transfer of the stock of a corporate Tenant shall be deemed an assignment. If
this lease be assigned, or if the demised premises or any part thereof be
underlet or occupied by anybody other than Tenant, Owner may, after default by
Tenant, collect rent from the assignee, under-tenant or occupant, and apply the
net amount collected to the rent herein reserved, but no such assignment,
underletting, occupancy or collection shall be deemed a waiver of this covenant,
or the acceptance of the assignee, under-tenant or occupant as tenant, or a
release of Tenant from the further performance by Tenant of covenants on the
part of Tenant herein contained. The consent by Owner to an assignment or
underletting shall not in any wise be construed to relieve Tenant from obtaining
the express consent in writing of Owner to any further assignment or
underletting.

     12. Electric Current: Rates and conditions in respect to submetering or
rent inclusion, as the case may be, to be added in RIDER attached hereto. Tenant
covenants and agrees that at all times its use of electric current shall not
exceed the capacity of existing feeders to the building or the risers or wiring
installation and Tenant may not use any electrical equipment which, in Owner's
opinion, reasonably exercised, will overload such installations or interfere
with the use thereof by other tenants of the building. The change at any time of
the character of electric service shall in no wise make Owner liable or
responsible to Tenant, for any loss, damages or expenses which Tenant may
sustain. (See Article 44)

     13. Access to Premises: Owner or Owner's agents shall have the right (but
shall not be obligated) to enter the demised premises in any emergency at any
time, and, at other reasonable times, to examine the same and to make such
repairs, replacements and improvements as Owner may deem necessary and
reasonably desirable to the demised premises or to any other portion of the
building or which Owner may elect to perform. Tenant shall permit Owner to use
and maintain and replace pipes, ducts and conduits in and through the demised
premises and to erect new pipes, ducts and conduits therein provided they are
concealed within the walls, floor, or ceiling. Owner may, during the progress of
any work in the demised premises, take all necessary materials and equipment
into said premises without the same constituting an eviction nor shall the
Tenant be entitled to any abatement of rent while such work is in progress nor
to any damages by reason of loss or interruption of business or otherwise.
Throughout the term hereof Owner shall have the right to enter the demised
premises at reasonable hours for the purpose of showing the same to prospective
purchasers or mortgagees of the building, and during the last six months of the
term for the purpose of showing the same to prospective tenants. If Tenant is
not present to open and permit an entry into the premises, Owner or Owner's
agents may enter the same whenever such entry may be necessary or permissible by
master key or forcibly and provided reasonable care is

                                       -7-
<PAGE>


exercised to safeguard Tenant's property, such entry shall not render Owner or
its agents liable therefor, nor in any event shall the obligations of Tenant
hereunder be affected. If during the last month of the term Tenant shall have
removed all or substantially all of Tenant's property therefrom, Owner may
immediately enter, alter, renovate or redecorate the demised premises without
limitation or abatement of rent, or incurring liability to Tenant for any
compensation and such act shall have no effect on this lease or Tenant's
obligations hereunder.

     14. Vault, Vault Space, Area: No vaults, vault space or area, whether or
not enclosed or covered, not within the property line of the building is leased
hereunder, anything contained in or indicated on any sketch, blue print or plan,
or anything contained elsewhere in this lease to the contrary notwithstanding.
Owner makes no representation as to the limitation of the property line of the
building. All vaults and vault space and all such areas not within the property
line of the building, which Tenant may be permitted to use and/or occupy, is to
be used and/or occupied under a revocable license, and if any such license be
revoked, or if the amount of such space or area be diminished or required by any
federal, state or municipal authority or public utility, Owner shall not be
subject to any liability nor shall Tenant be entitled to any compensation or
diminution or abatement of rent, nor shall such revocation, diminution or
requisition be deemed constructive or actual eviction. Any tax, fee or charge of
municipal authorities for such vault or area shall be paid by Tenant.

     15. Occupancy: Tenant will not at any time use or occupy the demised
premises in violation of the certificate of occupancy issued for the building of
which the demised premises are a part. Tenant has inspected the premises and
accepts them as is, subject to the riders annexed hereto with respect to Owner's
work, if any. In any event, Owner makes no representation as to the condition of
the premises and Tenant agrees to accept the same subject to violations, whether
or not of record.

     16. Bankruptcy:

     (a) Anything elsewhere in this lease to the contrary notwithstanding, this
lease may be cancelled by Owner by the sending of a written notice to Tenant
within a reasonable time after the happening of any one or more of the following
events: (1) the commencement of a case in bankruptcy or under the laws of any
state naming Tenant as the debtor; or (2) the making by Tenant of an assignment
or any other arrangement for the benefit of creditors under any state statute.
Neither Tenant nor any person claiming through or under Tenant, or by reason of
any statute or order of court, shall thereafter be entitled to possession of the
premises demised but shall forthwith quit and surrender the premises. If this
lease shall be assigned in accordance with its terms, the provisions of this
Article 16 shall be applicable only to the party then owning Tenant's interest
in this lease.

                                       -8-
<PAGE>


     (b) It is stipulated and agreed that in the event of the termination of
this lease pursuant to (a) hereof, Owner shall forthwith, notwithstanding any
other provisions of this lease to the contrary, be entitled to recover from
Tenant as and for liquidated damages an amount equal to the difference between
the rent reserved hereunder for the unexpired portion of the term demised and
the fair and reasonable rental value of the demised premises for the same
period. In the computation of such damages the difference between any
installment of rent becoming due hereunder after the date of termination and the
fair and reasonable rental value of the demised premises for the period for
which such installment was payable shall be discounted to the date of
termination at the rate of four percent (4%) per annum. If such premises or any
part thereof be relet by the Owner for the unexpired term of said lease, or any
part thereof, before presentation of proof of such liquidated damages in any
court, commission or tribunal, the amount of rent reserved upon such reletting
shall be deemed to be the fair and reasonable rental value for the part or the
whole of the premises so relet during the term of the reletting. Nothing herein
contained shall limit or prejudice the right of the Owner to prove for and
obtain as liquidated damages by reason of such termination, an amount equal to
the maximum allowed by any statute or rule of law in effect at the time when,
and governing the proceedings in which, such damages are to be proved, whether
or not such amount be greater, equal to, or less than the amount of the
difference referred to above.

     17. Default: (1) If Tenant defaults in fulfilling any of the covenants of
this Lease other than the covenants for the payment of rent or additional rent;
or if the demised premises becomes vacant or deserted; or if any execution or
attachment shall be issued against Tenant or any of Tenant's property whereupon
the demised premises shall be taken or occupied by someone other than Tenant; or
if this lease be rejected under ss. 235 of Title 11 of the U.S. Code (bankruptcy
code); or if Tenant shall fail to move into or take possession of the premises
within fifteen (15) days after the commencement of the term of this lease, then,
in any one or more of such events, upon Owner serving a written five (5) days
notice upon Tenant specifying the nature of said default and upon the expiration
of said five (5) days, if Tenant shall have failed to comply with or remedy such
default, or if the said default or omission complained of shall be of a nature
that the same cannot be completely cured or remedied within said five (5) day
period, and if Tenant shall not have diligently commenced curing such default
without such five (5) day period, and shall not thereafter with reasonable
diligence and in good faith, proceed to remedy or cure such default, then Owner
may serve a written five (5) day's notice of cancellation of this lease upon
Tenant, and upon the expiration of said five days this lease and the term
thereunder shall end and expire as fully and completely as if the expiration of
such five (5) day period were the day herein definitely fixed for the end and
expiration of this Lease and the term thereof and Tenant shall then quit and
surrender the demised premises to Owner but Tenant shall remain liable as
hereinafter provided. Any further proceedings by Owner to recover possession of

                                       -9-
<PAGE>


the demised premises shall be in accordance with Connecticut statutes pertaining
to summary process.

     (2) If the notice provided for in [illegible] shall have been given, and
the term shall expire as aforesaid; or if Tenant shall make default in the
payment of the rent reserved herein or any item of additional rent herein
mentioned or any part of either or in making any other payment herein required;
then and in any of such events Owner may dispossess Tenant by summary
proceedings or other lawful means, and the legal representative of Tenant or
other occupant of demised premises and remove their effects and hold the
premises as if this lease had not been made, and Tenant hereby waives the
service of notice of intention to re-enter or to institute legal proceedings to
that end. If Tenant shall make default hereunder prior to the date fixed as the
commencement of any renewal or extension of this lease, Owner may cancel and
terminate such renewal or extension agreement by written notice. (See Article
57)

     18. Remedies of Owner and Waiver of Redemption: In case of any such
default, expiration and/or dispossess by summary proceedings or otherwise, (a)
the rent shall become due thereupon and be paid up to the time of such
dispossess and/or expiration, (b) Owner may re-let the premises or any part or
parts thereof, either in the name of Owner or otherwise, for a term or terms,
which may at Owner's option be less than or exceed the period which would
otherwise have constituted the balance of the term of this lease and may grant
concessions or free rent or charge a higher rental than that in this lease,
and/or (c) Tenant or the legal representatives of Tenant shall also pay Owner as
liquidated damages for the failure of Tenant to observe and perform said
Tenant's covenants herein contained, any deficiency between the rent hereby
reserved and/or covenanted to be paid and the net amount, if any, of the rents
collected on account of the lease or leases of the demised premises for each
month of the period which would otherwise have constituted the balance of the
term of this lease. The failure of Owner to re-let the premises or any part or
parts thereof shall not release or affect Tenant's liability for damages.
Notwithstanding the foregoing, to the extent required by laws and requirements
of public authorities, in the event of a default by Tenant, Owner shall use its
reasonable efforts to mitigate its damages. In computing such liquidated damages
there shall be added to the said deficiency such reasonable expenses as Owner
may incur in connection with re-letting, such as legal expenses, attorney's
fees, brokerage, advertising and for keeping the demised premises in good order
or for preparing the same for re-letting. Any such liquidated damages shall be
paid in monthly installments by Tenant on the rent date specified in this lease
and any suit brought to collect the amount of the deficiency for any month shall
not prejudice in any way the rights of Owner to collect the deficiency for any
subsequent month by a similar proceeding. Owner, in putting the demised premises
in good order or preparing the same for re-rental may, at Owner's option, make
such alterations, repairs, replacements, and/or decorations in the demised
premises as Owner, in Owner's sole

                                      -10-
<PAGE>


judgment, considers advisable and necessary for the purpose of re-letting the
demised premises, and the making of such alterations, repairs, replacements,
and/or decorations shall not operate or be construed to release Tenant from
liability hereunder as aforesaid. Owner shall in no event be liable in any way
whatsoever for failure to re-let the demised premises, or in the event that the
demised premises are re-let, for failure to collect the rent thereof under such
re-letting, and in no event shall Tenant be entitled to receive any excess, if
any, of such net rents collected over the sums payable by Tenant to Owner
hereunder. In the event of a breach or threatened breach by Tenant of any of the
covenants or provisions hereof. Owner shall have the right of injunction and the
right to invoke any remedy allowed at law or in equity as if re-entry, summary
proceedings and other remedies were not herein provided for. Mention in this
lease of any particular remedy, shall not preclude Owner from any other remedy,
in law or in equity. Tenant hereby expressly waives any and all rights of
redemption granted by or under any present or future laws in the event of Tenant
being evicted or dispossessed for any cause, or in the event of Owner obtaining
possession of demised premises, by reason of the violation by Tenant of any of
the covenants and conditions of this lease, or otherwise.

     19. Fees and Expenses: If Tenant shall default in the observance or
performance of any term or covenant on Tenant's part to be observed or performed
under or by virtue of any of the terms or provisions in any article of this
lease, then, unless otherwise provided elsewhere in this lease, Owner may
immediately or at any time thereafter and without notice perform the obligation
of Tenant thereunder. If Owner, in connection with the foregoing or in
connection with any default by Tenant in the covenant to pay rent hereunder,
makes any expenditures or incurs any obligations for the payment of money,
including but not limited to reasonable attorney's fees, in instituting,
prosecuting or defending any action or proceeding, then Tenant will reimburse
Owner for such sums so paid or obligations incurred with interest and costs. The
foregoing expenses incurred by reason of Tenant's default shall be deemed to be
additional rent hereunder and shall be paid by Tenant to Owner within five (5)
days of rendition of any bill or statement to Tenant thereof. If Tenant's lease
term shall have expired at the time of making of such expenditures or incurring
of such obligations, such sums shall be recoverable by Owner as damages.

     20. Building Alterations and Management: Owner shall have the right at any
time without the same constituting an eviction and without incurring liability
to Tenant therefor to change the arrangement and/or location of public
entrances, passageways, doors, doorways, corridors, elevators, stairs, toilets
or other public parts of the building and to change the name, number or
designation by which the building may be known. There shall be no allowance to
Tenant for diminution of rental value and no liability on the part of Owner by
reason of inconvenience, annoyance or injury to business arising from Owner or
other Tenants making any repairs in the building or any such alterations,
additions and improvements. Furthermore, Tenant shall not have any claim against
Owner by reason of Owner's

                                      -11-
<PAGE>


imposition of such controls of the manner of access to the building by Tenant's
social or business visitors as the Owner may deem necessary for the security of
the building and its occupants.

     21. No Representations by Owners: Neither Owner nor Owner's agents have
made any representations or promises with respect to the physical condition of
the building, the land upon which it is erected or the demised premises, the
rents, leases, expenses of operation or any other matter or thing affecting or
related to the premises except as herein expressly set forth and no rights,
easements or licenses are acquired by Tenant by implication or otherwise except
as expressly set forth in the provisions of this lease. Tenant has inspected the
building and the demised premises and is thoroughly acquainted with their
condition and agrees to take the same "as is" and acknowledges that the taking
of possession of the demised premises by Tenant shall be conclusive evidence
that the said premises and the building of which the same form a part were in
good and satisfactory condition at the time such possession was so taken. All
understandings and agreements heretofore made between the parties hereto are
merged in this contract, which alone fully and completely expresses the
agreement between the Owner and Tenant and any executory agreement hereafter
made shall be ineffective to change, modify, discharge or effect an abandonment
of it in whole or in part, unless such executory agreement is in writing and
signed by the party against whom enforcement of the change, modification,
discharge or abandonment is sought.

     22. End of Term: Upon the expiration or other termination of the term of
this lease, Tenant shall quit and surrender to Owner the demised premises, broom
clean, in good order and condition, ordinary wear and damages which Tenant is
not required to repair as provided elsewhere in this lease excepted, and Tenant
shall remove all its property. Tenant's obligation to observe or perform this
covenant shall survive the expiration or other termination of this lease.

     23. Quiet Enjoyment: Owner covenants and agrees with Tenant that upon
Tenant paying the rent and additional rent and observing and performing all the
terms, covenants and conditions, on Tenant's part to be observed and performed,
Tenant may peaceably and quietly enjoy the premises hereby demised, subject,
nevertheless, to the terms and conditions of this lease including, but not
limited to Article 20 hereof and to the ground leases, underlying leases and
mortgages hereinbefore mentioned.

     24. Failure to Give Possession: If Owner is unable to give possession of
the demised premises on the date of the commencement of the term hereof, because
of the holding-over or retention of possession of any tenant, undertenant or
occupants or if the demised premises are located in a building being
constructed, because such building has not been sufficiently completed to make
the premises ready for occupancy or because of the fact that a certificate of
occupancy has not been procured

                                      -12-
<PAGE>


or for any other reasons, Owner shall not be subject to any liability for
failure to give possession on said date and the validity of the lease shall not
be impaired under such circumstances, nor shall the same be construed in any
wise to extend the term of this lease, but the rent payable hereunder shall be
abated (provided Tenant is not responsible for Owner's inability to obtain
possession) until after Owner shall have given Tenant written notice that the
premises are substantially ready for Tenant's occupancy. If permission is given
to Tenant to enter into the possession of the demised premises or to occupy
premises other than the demised premises prior to the date specified as the
commencement of the term of this lease. Tenant covenants and agrees that such
occupancy, shall be deemed to be under all the terms, covenants, conditions and
provisions of this lease, except as to the covenant to pay rent.

     25. No Waiver: The failure of Owner to seek redress for violation of, or to
insist upon the strict performance of any covenant or condition of this lease or
of any of the Rules or Regulations, set forth or hereafter adopted by Owner,
shall not prevent a subsequent act which would have originally constituted a
violation from having all the force and effect of an original violation. The
receipt by Owner of rent will knowledge of the breach of any covenant of this
lease shall not be deemed a waiver of such breach and no provision of this lease
shall be deemed to have been waived by Owner unless such waiver be in writing
signed by Owner. No payment by Tenant or receipt by Owner of a lesser amount
than the monthly sum herein stipulated shall be deemed to be other than on
account of the earlier stipulate rent, nor, shall any endorsement or statement
of any check or any letter accompanying any check or payment as rent be deemed
an accord and satisfaction, and Owner may accept such check or payment without
prejudice to Owner's right to recover the balance of such rent or pursue any
other remedy in this lease provided. No act or thing done by Owner or Owner's
agents during the term hereby demised shall be deemed an acceptance of a
surrender of said premises, and no agreement to accept such surrender shall be
valid unless in writing signed by Owner. No employee of Owner or Owner's agent
shall have any power to accept the keys of said premises prior to the terminate
of the lease and the delivery of keys to any such agent or employee shall not
operate as a termination of the lease or a surrender of the premises.

     26. Waiver of Trial by Jury: It is mutually agreed by and between Owner and
Tenant that the respective parties hereto shall and they hereby do waive trial
by jury in any action, proceeding or counterclaim brought by either of the
parties hereto against the other (except for personal injury or property damage)
on any matters whatsoever arising out of or in any way connected with this
lease, the relationship of Owner and Tenant, Tenant's use of or occupancy of
said premises, and any emergency statutory or any other statuary remedy.

                                      -13-
<PAGE>


     27. Inability to Perform: This lease and the obligation of Tenant to pay
rent hereunder and perform all of the other covenants and agreements hereunder
on part of Tenant to be performed shall in no wise be affected, impaired or
excused because Owner is unable to fulfill any of its obligations under this
lease or to supply or is delayed in supplying any service expressly or impliedly
to be supplied or is unable to make, or is delayed in making any repair,
additions, alterations or decorations or is unable to supply or is delayed in
supplying any equipment or fixtures if Owner is prevented or delayed from so
doing by reason of strike or labor troubles or any cause beyond Owner's
reasonable control including, but not limited to, government preemption in
connection with a National Emergency or by reason of any rule, order or
regulation of any department or subdivision thereof of any government agency or
by reasons of the conditions of supply and demand which have been or are
affected by war or other emergency.

     28. Bills and Notices: Intentionally omitted.

     29. Services Provided by Owners: As long as Tenant is not in default under
any of the covenants of this lease, Owners shall provide: (a) necessary elevator
facilities on business days from 8:00 a.m. to 6 p.m. and on Saturdays from 8:00
am. to 6:00 p.m. and have one elevator subject to call at all other times; (b)
heat the demised premises when and as required by law, on business days from
8:00 a.m. to 6:00 p.m.; (c) water for [illegible] lavatory purposes, but if
Tenant [illegible] water for any other purposes or in unusual quantities (of
which Owner shall be the sole judge), Owner may install a water meter at
Tenant's expense which Tenant shall thereafter maintain at Tenant's expense in
good working order and repair to register such water consumption and Tenant
shall pay for water consumed as shown on said meter as additional rent as and
when bills are rendered; (d) (crossed out); (e) (illegible) Owner will furnish
the same at Tenant's expense. RIDER to be added in respect to rates and
conditions for such additional service; (1) Owner reserves the right to stop
services of the heating, elevators, plumbing, air-conditioning, power systems or
cleaning or other services, if any, when necessary by reason of accident or for
repairs, alternations, replacements or improvements necessary or desirable in
the judgment of Owner for as long as may be reasonably required by reason
thereof. If the building of which the demised premises are a part supplies
manually operated elevator service, Owner at any time may substitute automatic
control elevator service and upon ten days written notice to Tenant, proceed
with alterations necessary therefor without in any wise affecting this lease or
the obligation of Tenant hereunder. The same shall be done with a minimum of
inconvenience to Tenant and Owner shall pursue the alteration with due
diligence. (See Articles 42, 43 and 57)

     30. Captions: The Captions are inserted only as a matter of convenience and
for reference and in no way define, limit or describe the scope of this lease
nor the intent of any provisions thereof.

                                      -14-

<PAGE>


     31. Definitions: The term "office", or "offices", wherever used in this
lease, shall not be construed to mean premises used as a store or stores, for
the sale or display, at any time, of goods, wares or merchandise, of any kind,
or as a restaurant, shop, booth, [illegible] or other stand, barber shop, or for
other similar purpose or for manufacturing. The term "Owner" means a landlord or
lessor, and as used in this lease means only the owner, or the mortgagee in
possession, for the time being of the land and building (or the owner of a lease
of the building or of the land and building) conveyance of which the demised
premises form a part so that in the event of any sale or sales of said land and
building or of said lease, or in the event of a lease of said building, or of
the land and building, the said Owner shall be and hereby is entirely freed and
relieved of all covenants and obligations of Owner hereunder, and it shall be
deemed and construed without further agreement between the parties or their
successors in interest, or between the parties and the purchaser, at any such
sale, or the said lessee of the building, or of the land and building, that the
purchaser or the lessee of the building has assumed and agreed to carry out any
and all covenants and obligations of Owner, hereunder. The words "re-enter" and
"re-entry" as used in this lease are not restricted to their technical legal
meaning. The term "business days" as used in this lease shall exclude Saturdays,
Sundays and all days observed by the State or Federal Government as legal
holidays and those designated as holidays by the applicable building service
union employees service contract or by the applicable Operating Engineers
contract with respect to HVAC service. (See Article 57).

     32. Adjacent Excavation-Shoring: If an excavation shall be made upon land
adjacent to the demised premises, or shall be authorized to be made, Tenant
shall afford to the person causing or authorized to cause such excavation,
license to enter upon the demised premises for the purpose of doing such work as
said person shall deem necessary to preserve the wall or the building of which
demised premises form a part from injury or damage and to support the same by
proper foundations without any claim for damages or indemnify against Owner, or
diminution or abatement of rent.

     33. Rules and Regulations: Omitted. (See Article 53)

     34. Security: Tenant has deposited with Owner the sum of $23,833.33 as
security for the faithful performance and observance by Tenant of the terms,
provisions and conditions of this lease; it is agreed that in the event Tenant
defaults in respect of any of the terms, provisions and conditions of this
lease, including, but not limited to, the payment of rent and additional rent,
Owner may use, apply or retain the whole or any part of the security so
deposited to the extent required for the payment of any rent and additional rent
or any other sums as to which Tenant is in default or for any sum which Owner
may expend or may be required to expend by reason of Tenant's default in respect
of any of the terms, covenants and conditions of this lease, including but not
limited to, any damages or deficiency in the re-letting of

                                      -15-
<PAGE>


the premises, whether such damages or deficiency accrued before or after summary
proceedings or other re-entry by Owner. In the event that Tenant shall fully and
faithfully comply with all of the terms, provisions, covenants and conditions of
this lease, the security shall be returned to Tenant after the date fixed as the
end of the lease and after delivery of entire possession of the demised premises
to Owner. In the event of a sale of the land and building or leasing of the
building, of which the demised premises form a part, Owner shall have the right
to transfer the security to the vendee or lessee or transferee and Owner shall
thereupon be released by Tenant from all liability for the return of such
security; and Tenant agrees to look to the new Owner solely for the return of
said security, and it is agreed that the provisions hereof shall apply to every
transfer or assignment made of the security to a new Owner. Tenant further
covenants that it will not assign or encumber or attempt to assign or encumber
the monies deposited herein as security and that neither Owner nor its
successors or assigns shall be bound by any such assignment, encumbrance,
attempted assignment or attempted encumbrance, conveyance or transfer. (See
Article 57).

     35. Estoppel Certificate: Tenant, at any time, and from time to time, upon
at least 10 days' prior notice by Owner, shall execute, acknowledge and deliver
to Owner, and/or to any other person, firm or corporation specified by Owner, a
statement certifying that this Lease is unmodified and in full force and effect
(or, if there have been modifications, that the same is in full force and effect
as modified and stating the modifications), stating the dates to which the rent
and additional rent have been paid, and stating whether or not there exists any
default by Owner under this Lease, and, if so, specifying each such default.

     36. Successors and Assigns: The covenants, conditions and agreements
contained in this lease shall bind and inure to the benefit of Owner and Tenant
and their respective heirs, distributees, executors, administrators, successors,
and except as otherwise provided in this lease, their assigns.

     IN WITNESS WHEREOF, Owner and Tenant have respectively signed and sealed
this Lease as of the day and year first above written.

                                 NORTHEAST SUMMER LIMITED
                                 PARTNERSHIP
                                 BY:    2777 Summer Street Corp., general
                                        partner
Witness for Owner:

/s/ Gary T. Wagner               By: /s/ [illegible]                      [L.S.]
-----------------------------        ------------------------------------
Gary T. Wagner                                         President

Witness for Tenant:              UNIVERSITY OF CONNECTICUT

                                      -16-
<PAGE>


/s/ Lyn D. Pearl                 By: /s/ [illegible]
-----------------------------        -------------------------------------------
Lynd D. Pearl                           Vice President of Finance &
                                        Administration

                                ACKNOWLEDGEMENTS

CORPORATE OWNER
STATE OF NEW YORK,
County of Westchester

     On this 29th day of March, 1995, before me personally came Martin S. Berger
to me known, who being by me duly sworn, did depose and say that he resides in
New York, New York that he is the President of 2777 Summer Street Corp. the
corporation described in and which executed the foregoing instrument, as OWNER;
that he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by order of the Board
of Directors of said corporation, and that he signed his name-thereto by like
order.

                                     /s/ [illegible]
                                     -------------------------------------------

INDIVIDUAL OWNER
STATE OF NEW YORK,
Count of ________

     On this _________ day of ________________, 19_____, before me personally
came _____________________ to be known and known to me to be the individual
_____________ described in and who, at OWNER, executed the foregoing instrument
and acknowledged to me that _______________________ be executed the same.


                                 -----------------------------------------------

APPROVED AS TO FORM:

/s/ William B. Gundling          4/19/95
-----------------------------    -------
WILLIAM B. GUNDLING              DATE
ASSOCIATE ATTORNEY GENERAL

TENANT
STATE OF CONNECTICUT
Count of [illegible]

     On this [illegible] day of March, 1995, before me personally came Wilber R.
James to me known, who being by me duly sworn, did depose and say that he
resides in [illegible], Connecticut, that he is the Vice President of the
University of

                                      -17-
<PAGE>


Connecticut, the corporation described in and which executed the foregoing
instrument, as TENANT; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so alleged by
order of the Board of Directors of said corporation, and that he signed his name
thereto by like order.

                                 /s/[name illegible
                                 -----------------------------------------------

INDIVIDUAL TENANT
STATE OF NEW YORK
County of [Illegible]

     On this ______ day of _______________, 19__, before me personally came
___________________ to me known and known to me to be the individual
______________ described in and who, as TENANT, executed the foregoing
instrument and acknowledged to me that _________ be executed the same

                                      -18-
<PAGE>


                 UNANIMOUS CONSENT OF THE BOARD OF DIRECTORS OF
                 2777 SUMMER STREET CORP. AS GENERAL PARTNER OF
                      NORTHEAST SUMMER LIMITED PARTNERSHIP

     The undersigned, being all of the directors of 2777 Summer Street Corp.
(the "Corporation"), the sole general partner of Northeast Summer Limited
Partnership, do hereby adopt the following resolutions in behalf of the
Corporation:

          RESOLVED, that the President or any Vice President of the Corporation
     be, and each of them hereby is authorized, empowered and directed to
     execute, acknowledge and deliver an Agreement of Lease in the name and on
     behalf of the Corporation (on behalf of Northeast Summer Limited
     Partnership ("NSLP")), whereby NSLP agrees to lease approximately 13,000
     square feet of space at 2777 Summer Street, Stamford, Connecticut, to the
     University of Connecticut, subject to such conditions and agreements
     otherwise deemed acceptable to the signing officer; and it is further

          RESOLVED, that the President or any Vice President of the Corporation
     be, and each of them hereby is authorized, empowered and directed to take
     such further actions and to execute and deliver all such further
     instruments and documents, in the name and on behalf of the Corporation, in
     its capacity as general partner of NSLP, as shall in their judgment be
     necessary or proper, to carry out and effectuate the Agreement of Lease and
     the purposes of the foregoing resolution, and each of them and the actions
     of such officers in respect of the fulfillment of the intent of these
     resolutions is herein approved, ratified and confirmed.



                                                --------------------------------
                                                MARTIN S. BERGER


                                                /s/ Robert F. Weinberg
                                                --------------------------------
                                                ROBERT F. WEINBERG


                                                /s/ Charles J. Persico
                                                --------------------------------
                                                CHARLES J. PERSICO


                                      -19-
<PAGE>


                                                                    OFF/MAS/1991

Striking out or deletion of any portion of this lease (and the insertion of
asterisks at various points) was done as a matter of convenience in preparing
the lease for execution. The language omitted (as well as the use or placement
of such asterisks) is not to be given any effect in construing this lease.

                                                 RULES & REGULATIONS - Exhibit A
                                             CLEANING SPECIFICATIONS - Exhibit B
                                                 WORK SPECIFICATIONS - Exhibit C
                                                          FLOOR PLAN - Exhibit D

             STANDARD FORM OF RIDER TO STANDARD FORM OF OFFICE LEASE

Date of Lease:    March 31, 1995
        Owner:    NORTHEAST SUMMER LIMITED PARTNERSHIP
       Tenant:    UNIVERSITY OF CONNECTICUT
     Building:    2777 Summer Street, Stamford, Connecticut
Rentable Area:    approximately 13,000 square feet

     37. Additional Definitions. For all purposes of this lease, and all
agreements supplemental hereto, the terms defined in this Article shall have the
meanings specified unless the context otherwise requires:

     (a) The term law and requirements of public authorities shall mean laws and
ordinances of federal, state, city, and county governments, and rules,
regulations, orders and directives of departments, subdivisions, bureaus,
agencies or offices thereof, or any other governmental, public or quasi-public
authorities having jurisdiction of the Building, and the directions of any
public office pursuant to law.

     (b) The word invitee shall mean any employee, agent, visitor, customer,
contractor, licensee, or other party claiming under or in the Building, or in
the Park, if applicable, by permission or sufferance of, Owner or Tenant.

     (c) The term requirements of insurance bodies shall mean rules,
regulations, orders and other requirements of the Connecticut Board of Fire
Underwriters or Connecticut Fire Insurance Rating Organization or any similar
body performing the same or similar functions.

     (d) The term unavoidable delays shall mean delays due to strikes or labor
troubles, fire or other casualty, governmental restrictions, enemy action, civil
commotion, war or other emergency, acts of God or nature or any cause beyond the
reasonable control of either party whether or not similar to any of the causes
stated

                                      -20-
<PAGE>


                                                                    OFF/MAS/1991

above, but not the inability of either party to obtain financing which may be
necessary to carry out its obligations.

     (e) The term Real Property shall mean the land and Building of which the
demised premises is a part.

     (f) The term lease year shall mean the 12 month period commencing with the
Commencement Date (as defined in Article 38), and ending the date preceding the
first anniversary of the Commencement Date (except that if the Commencement Date
shall occur on a day other than the first day of a calendar month, such period
shall commence with the Commencement Date and end with the last day of the 12th
full calendar month thereafter) and each 12 month period thereafter, all or part
of which falls within the term of this lease.

     38. Term: Preparation for Occupancy and Possession.

     (a) The term of this lease and the estate hereby granted shall commence on
a date (the "Commencement Date") which shall be the earlier of the day (i) on
which the demised premises shall be deemed to be completed (of which date Tenant
shall be given 5 days notice) as such term is defined in paragraph (c) of this
Article, or (ii) Tenant (or anyone claiming under or through Tenant) shall
occupy the demised premises for the conduct of business. The term shall expire
on the last day of the month five (5) years after the month in which the
Commencement Date occurs (the "Expiration Date") or on such earlier date upon
which said term may expire or be terminated pursuant to any provision of this
lease or law. Promptly following the determination of the Commencement Date, the
parties shall enter into a supplementary written agreement setting forth the
Commencement and Expiration Dates.

     (b) The demised premises shall be completed and initially prepared by Owner
in the manner, and subject to the provisions of the attached Work Specifications
and Floor Plans. Tenant and its contractors shall be entitled to access to the
demised premises prior to the completion of Owner's work only so long as they
work in conformity with and do not interfere, in Owner's judgment, with Owner or
its contractors in the completion of Owner's work, and provided they accept the
administrative supervision of Owner. If Tenant's work interferes with Owner's
work, Owner may withdraw the license granted to Tenant pursuant to this
paragraph upon 24 hours notice. Worker's Compensation, public liability and
property damage insurance, as set forth in Article 49, shall be maintained by
Tenant and/or its contractors, and certificates of such insurance shall be
furnished to Owner prior to the commencement of Tenant's work. Tenant's
selection of contractors must be in compliance with the provisions of this
lease.

                                      -21-
<PAGE>


                                                                    OFF/MAS/1991

     (c) The demised premises shall be deemed complete on the earliest date on
which Owner's work in the demised premises has been substantially completed,
notwithstanding the fact that minor or insubstantial details of construction,
mechanical adjustment or decoration remain to be performed, the non-completion
of which would not materially interfere with Tenant's use of the demised
premises. If completion of the demised premises is delayed by reason of:

          (i) any act or omission of Tenant or any of its employees, agents or
     contractors, including failure of Tenant to comply with any of its
     obligations under the Work Specifications, or

          (ii) failure to plan or execute Tenant's work with reasonable speed
     and diligence, or

          (iii) failure to make selections required by the Work Specifications,
     or

          (iv) changes by Tenant in its drawings or specifications or changes or
     substitutions requested by Tenant, or

          (v) failure to submit or approve drawings, plans or specifications
     timely,

          (vi) Tenant's failure to deliver to Owner the first month's rent (if
     required by the provisions on the first page of this lease), and the
     security deposit required by Article 34 (if any),

then the demised premises shall be deemed complete (and Tenant shall commence
paying rent) on the date when it would have been completed but for such delay,
and Tenant shall pay Owner all costs and damages which Owner may sustain by
reason of such delay.

     (d) Floor Plans attached hereto are subject to revision based on laws and
requirements of public authorities and requirements of insurance bodies. Any
changes in door swings, arrangements of exits and/or passages so mandated shall
be binding on Owner and Tenant as if they had been incorporated into the Floor
Plans. If any common foyers or exit foyers or exit passages mandated by such
regulations are used by more than one tenant, the size of such areas or passages
and the rent therefore shall be apportioned among the tenants in relation to the
total square footage which they proportionately occupy, and Tenant's share of
such charges shall be payable as additional rent.

                                      -22-
<PAGE>


                                                                    OFF/MAS/1991

     (e) Owner may change the arrangement and/or location of (including the
closing off of) exits, entrances, passageways, doors, doorways, corridors,
elevators, stairs, toilets or other parts of the Building whenever necessary to
comply with laws and requirements of public authorities and requirements of
insurance bodies. Tenant shall pay the cost thereof where the requirement for
such addition is due solely to Tenant's use of the demised premises.

     39. Rent.

     (a) If the Commencement Date is other than the first day of a calendar
month, the first monthly installment of Fixed Annual Rent shall be prorated to
the end of said calendar month.

     (b) All rent shall be paid by currently dated, unendorsed check of Tenant,
payable to the order of Owner or to an agent designated by Owner, and drawn on a
bank or trust company which is a member of the Connecticut Clearing House.

     (c) Tenant shall pay the Fixed Annual Rent without notice or demand. If no
date shall be set forth herein for the payment of any other sums due Owner, then
such sums shall be due and payable within 10 business days after the date upon
which Owner makes written demand for such payment. The Fixed Annual Rent and
such other sums due Owner are referred to in this lease as "rent".

     (d) If at any time during the term the rent, or any part thereof, shall not
be fully collectible by reason of any law and requirement of public authorities,
Tenant shall enter into such agreements and take such actions as Owner may
request to permit Owner to collect the maximum rents which may, during
continuance of such legal rent restrictions, be legally permissible (but not in
excess of the amounts reserved under this lease). Upon termination of such rent
restriction prior to the Expiration Date (i) the rent shall become and
thereafter be payable in accordance with the amounts reserved in this lease for
the period of the term following such termination, and (ii) Tenant shall pay
Owner, if legally permissible, an amount equal to (y) the rent which would have
been paid pursuant to this lease but for such legal rent restriction less (z)
the rents paid by Tenant for the period during which such rent restriction was
in effect.

     (e) If any installment of Fixed Annual Rent is not paid when due, or if any
other monies owing by Tenant are not paid within 10 business days of the date
due and payable, Tenant shall pay Owner, without prejudice to any of Owner's
rights and remedies, in compensation for the additional administrative,
bookkeeping and collection expenses incurred by reason of such overdue sum, a
sum calculated by multiplying the late payment by three percentage points above
the prime rate or its

                                      -23-
<PAGE>


                                                                    OFF/MAS/1991

equivalent then established by Chemical Bank, or its successors, dividing the
product by 365 and multiplying the quotient by the number of days between the
date such payment was due and the date such payment is in fact paid. Nothing
herein shall be intended to violate any applicable law, code or regulation, and
in all instances all such charges shall be automatically reduced to any maximum
applicable legal rate or charge. Such compensation shall be without prejudice to
any of Owner's rights and remedies hereunder.

     (f) If any check tendered by Tenant, for any payment due, shall be
dishonored by the payor bank, Tenant shall pay Owner, without prejudice to any
of Owner's rights and remedies, in compensation for the additional
administrative, bookkeeping and collection expenses incurred by reason of such
dishonored check, the sum of $100. If during any twelve month period during the
term of this lease, two or more checks tendered by Tenant, for any payment due,
shall be dishonored by the payor bank, Owner may at any time thereafter require
that all future payments of rent by Tenant shall be made by certified or
official bank checks.

     40. Parking.

     (a) Throughout the term, so long as Tenant shall have performed all of the
agreements on Tenant's part to be performed, Owner shall make available to
Tenant the following number of parking spaces, on a non-exclusive basis.

     52 spaces between the hours of 8:00 a.m. and 6:00 p.m. on regular business
     days and 200 spaces at all other times. Tenant, at its sole cost and
     expense, shall hire its own security staff to patrol the Building and
     parking area on days other than regular business days and during hours
     other than between 8:00 a.m. and 6:00 p.m. on regular business days. The
     security staff hired by Tenant shall be reputable and professional. Owner
     shall have no liability for any damage to any person or property during
     such times that Tenant is required to have security on duty.*

     If Tenant or its invitees use more than the specified number of spaces,
after 5 days notice from Owner, Tenant shall, at the option of Owner, either (i)
pay Owner's then current charge per month for each additional space used on a
month to month basis, which may be revoked by Owner at any time upon 30 days
notice (as of the date of this lease, Owner's current monthly charge is $40.00
per space), or (ii) cease and desist immediately from using said additional
spaces.

     (b) As necessary, Owner shall light (between 8:00 a.m. and 10:30 p.m. on
business days and 8:00 a.m. and 6:00 p.m. on Saturdays), clean, remove snow from
and maintain, the parking area. Tenant shall be responsible for repairing damage

                                      -24-
<PAGE>


                                                                    OFF/MAS/1991

caused by tenant or its invitees. Owner shall not be obligated to remove snow
unless the accumulation exceeds 3 inches. In no event shall Owner be obligated
to remove snow from areas obstructed by parked vehicles at the time Owner's
equipment is servicing such areas.*

     (c) Tenant shall require its invitees to park in areas designated by Owner,
and not to obstruct the areas of other tenants nor park in undesignated areas.
Tenant shall, upon request, furnish to Owner the license numbers of the
automobiles operated by Tenant, its officers and employees. Owner may use any
lawful means to enforce the parking regulations established pursuant to Article
53, including the towing away of improperly parked or unauthorized cars and the
pasting of warning notices on car windows and windshields.

     (d) Owner may temporarily close any common area (i.e. areas not leased to
Tenant) to make repairs or changes therein, to prevent the acquisition of public
rights in such area, or to discourage unauthorized parking. Owner may do such
other acts in and to the common areas as, in its judgment, may be desirable to
improve the convenience thereof.

     41. Operating Expense and Tax Escalation.

     (a) Tenant's Proportionate Share shall mean 12.04%.

     (b) Tax Escalation.

     (i) Definitions. As used in this lease:

     (x) "Taxes" shall mean the total amount of real estate taxes and
     assessments now or hereafter levied, imposed, confirmed or assessed against
     the Real Property, (or, during any period the Real Property is owned by an
     industrial development agency, such as would be levied, imposed, confirmed
     or assessed as if Owner named herein were the fee owner), including city,
     county, town, village, school and transit taxes, water fees and sewer and
     refuse disposal charges, or taxes, assessments or charges levied, imposed,
     confirmed or assessed against, or a lien on, the Real Property by any
     taxing authority whether general or specific, ordinary or extraordinary,
     foreseen or unforeseen and whether for public betterments or improvements
     or otherwise. If, due to any change in the method of taxation, any
     franchise, capital stock, capital, income, profit, sales, rental, use and
     occupancy tax or charge shall be levied, assessed, confirmed or imposed
     upon any owner of the Real Property in lieu of, or in addition to any real
     estate taxes or assessments upon or

                                      -25-
<PAGE>


                                                                    OFF/MAS/1991

     with respect to the Real Property, such tax shall be included in the term
     Taxes. Penalties and interest on Taxes (except to the extent imposed upon
     timely payments of assessments that may be, and are in fact, paid in
     installments) and income, franchise, transfer, inheritance and capital
     stock taxes shall be deemed excluded from Taxes except to the extent
     provided in the immediately preceding sentence.

     (y) "Base Tax" is the product of the tax rates set forth on tax bills
rendered for each Tax for the Tax Year during which January 1, 1995 occurs
multiplied by the assessed valuations of the Real Property for the Tax Year
during which January 1, 1995 occurs. "Tax Year" shall mean the fiscal period for
each Tax. Any and all tax abatements shall be for the benefit of Owner.*

          (ii) Tax Payments. (a) If Taxes for any Tax Year during the term ("Tax
     Comparison Year") shall exceed the Base Tax, Tenant shall pay Owner as
     additional rent for each such Tax Comparison Year, Tenant's Proportionate
     Share of such excess ("Tax Payment").

          (b) Subsequent to Owner's receipt of the tax bills for each Tax
     Comparison Year, Owner shall submit to Tenant a statement showing (i) the
     Tax Payments due for such Tax Comparison Year, and (ii) the basis of
     calculations ("Owner's Tax Statement"). Tenant shall (y) pay Owner the
     unpaid portion (if any) of the Tax Payment within 30 days after receipt of
     Owner's Tax Statement, and (z) on account of the immediately following Tax
     Comparison Year, pay Owner commencing as of the first day of the month
     during which Owner's Tax Statement is rendered, and on the first day of
     each month thereafter until a new Owner's Tax Statement is rendered, 1/12th
     of the total payment of the current Tax Comparison Year. The monthly
     payments based on the total payment for the current Tax Comparison Year
     shall be adjusted from time to time to reflect Owner's reasonable estimate
     of increases in Taxes for the immediately following Tax Comparison Year.

          (iii) Reduction of Comparison Year Taxes. If Taxes for a Tax
     Comparison Year are reduced, the amount of Owner's costs and expenses of
     obtaining such reduction (including legal, appraisers' and consultants'
     fees) shall be added to and deemed part of Taxes for such Tax Comparison
     Year. If Owner obtains a refund of Taxes for a Tax Comparison Year for
     which a Tax Payment has been made, Owner shall credit against Tenant's next
     succeeding Tax Payment(s), Tenant's Proportionate Share of the refund (but
     not more than the Tax Payment

                                      -26-
<PAGE>


                                                                    OFF/MAS/1991

     that was the subject of the refund) after deducting from such refund the
     expenses incurred by Owner in obtaining the refund, including legal,
     appraisers' and consultants' fees. If no Tax Payment shall thereafter be
     due, Owner shall pay Tenant's Proportionate Share of such refund to Tenant.

          (iv) Reduction of Base Tax. If Owner obtains a reduction in the Base
     Tax, the Base Tax shall be reduced (such reduction to include the expenses
     incurred by Owner in obtaining such reduction, including legal, appraisers'
     and consultants' fees), prior Tax Payments (if any) shall be recalculated
     and Tenant shall pay Owner Tenant's Proportionate Share of the increased
     amount of Tax Payment for each prior Tax Comparison Year. Tenant's payment
     under this paragraph shall be made within 30 days after Owner's billing
     therefor.

          (v) Tax Protests. While proceedings for reduction in assessed
     valuations are pending, the computation and payment of Tax Payments shall
     be based upon the original assessments for the years in question. Tenant
     shall have no right to institute or participate in any tax proceedings or
     other proceedings of a similar nature. The commencement, maintenance,
     settlement and conduct thereof shall be in the sole discretion of Owner.

          Notwithstanding the foregoing, Tenant shall have the right, by
     appropriate proceedings, to protest or contest any assessment or
     reassessment for Taxes. In such event, Tenant shall notify Owner within 30
     days after the initial public availability of any such assessment or
     reassessment if Tenant desires to have such assessment contested or
     protested (time being of the essence). After receipt of Tenant's notice, if
     Owner does not intend to seek a reduction of assessed valuation (or, having
     commenced a proceeding for same, does not intend to prosecute it), Owner
     shall notify Tenant promptly, so as to enable Tenant to initiate (or
     further prosecute, as the case may be) such proceeding. Tenant may
     thereafter initiate (or further prosecute, as the case may be) such
     proceeding in the name and place of Owner. If Tenant shall so elect, then
     Owner shall cooperate with Tenant to the extent reasonably required by
     Tenant, provided that Owner shall have no obligation to expend any money
     with respect thereto.*

          (vi) Assessment With Other Properties. If, at any time, the Real
     Property is assessed for tax purposes with other property owned by Owner,
     the Taxes shall be an allocable portion of the Taxes on all

                                      -27-
<PAGE>


                                                                    OFF/MAS/1991

     such properties, based upon an informal apportionment by the tax assessors
     of the total assessment to such Real Property or if such apportionment is
     not available, as shall be reasonably determined by Owner.

          (vii) Tenant's Improvements. In the event an increase in Taxes is
     caused by Tenant's improvements to the demised premises after the initial
     installation performed by Owner pursuant to this lease, Tenant shall pay
     the entire increase attributable to such improvements. If the Taxes for the
     improvements which are to be paid separately by Tenant are not separately
     assessed, Tenant's portion of that Tax shall be reasonably determined by
     Owner.*

     (c) Operating Expense Escalation.

     (i) Definitions. As use din this lease:

     (y) "Operating Expenses" or "Expenses" shall mean such costs or expenses
(and taxes thereon), as shall be paid or incurred by or in behalf of Owner in
providing services to tenants leasing space in the Building, and in the
operation, cleaning, repair (whether structural or non-structural and whether or
not capitalized under generally accepted accounting principles), management,
security and maintenance of the Real Property (collectively called "Building
Operation") including but not limited to (1) salaries, wages and benefits paid
to persons engaged in Building Operations, including but not limited to social
security, unemployment and other payroll taxes related thereto, disability and
workers' compensation coverage, hospitalization, medical, surgical, union and
general welfare benefits (including group life insurance), pension, retirement
or life insurance plans and other benefit or similar expenses (2) the cost of
casualty, rent, boiler, machinery, sprinkler, apparatus, liability, fidelity,
plate glass, earthquake and any other insurance, (3) management fees in a sum
not in excess of the prevailing rate for management fees payable for comparable
properties in comparable locations, (4) legal (except those for preparation of
this and other leases), accounting and other professional fees and
disbursements, (5) maintenance and repair of grounds, including interior and
exterior lawns, gardens, shrubbery, trees, planters, containers, statuary,
exhibits, displays, walks and other ways and areas and common areas, interior or
exterior, (6) telephone charges incurred at the Building office (if any), (7)
costs and expenses for fuel or energy purchased or used for the operation of the
Building's heating, ventilating and air cooling system and equipment, and for
common area light and power, and (8) costs for alterations or improvements
resulting in or intended to result in a

                                      -28-
<PAGE>


                                                                    OFF/MAS/1991

     reduction in fuel or energy consumption or Operating Expenses or made by
     reason of laws and requirements of public authorities or requirement of
     insurance bodies or Owner's insurers, provided however, that to the extent
     such costs are capitalized under generally accepted accounting principles,
     such costs (together with an interest factor equal to the greater of the
     interest with an interest factor equal to the greater of the interest rate
     set forth in the first mortgage encumbering the Building or two percentage
     points in excess of the prime rate established by Chemical Bank, or its
     successor, at the time of expenditure) shall be amortized over a period of
     5 years. An item of expense properly included in more than one category
     shall not be included more than once in the calculation of Expenses.

          (z) "Base Operating Expenses" shall mean Expenses for the 1995
     calendar year ("Base Expense Year"). If the Building is not fully
     operational or occupied during such year, the Expenses for such year shall
     be calculated by Owner by projecting actual expenses to such amount as
     would have been incurred if the Building had been fully operational and 95%
     occupied.*

     (ii) Expense Payments.

          (w) If Operating Expenses for any calendar year during the term and
     following the Base Expense Year (each such year being called an "Expense
     Comparison year") shall exceed Base Operating Expenses, Tenant shall pay
     Owner, for each such Expense Comparison Year, Tenant's Proportionate Share
     of such excess ("Expense Payment"). If the Building is not fully
     operational or occupied during any Expense Comparison Year, then the
     Operating Expenses for each such year shall be calculated by Owner by
     projecting actual expenses to such amount as would have been incurred if
     the Building had been fully operational and 95% occupied.

          (x) Subsequent to the end of each Expense Comparison Year, Owner shall
     submit to Tenant a statement showing (1) the Expense Payments due for such
     Expense Comparison Year, and (2) the basis for such calculations ("Owner's
     Statement"). Tenant shall (x) make payment of any unpaid portion of the
     Expense Payment within 30 days after receipt of Owner's Statement, (y) pay
     to Owner, on account of the then current Expense Comparison Year, within 30
     days after receipt of Owner's Statement an amount equal to the product
     obtained by multiplying the total payment required for the preceding
     Expense Comparison Year by a fraction, the denominator of which shall be 12
     and the numerator of which shall be the number of months of the current
     Expense Comparison Year which shall have elapsed prior to the first day of
     the month immediately following the rendition of Owner's Statement, and (z)
     pay Owner,

                                      -29-
<PAGE>


                                                                    OFF/MAS/1991

     on account of the then current Expense Comparison Year, commencing as of
     the first day of the month immediately following the rendition of Owner's
     Statement and on the first day of each month thereafter until a new Owner's
     Statement is rendered, 1/12th of the total payment for the preceding
     Expense Comparison Year. The monthly payments based on the total payment
     for the preceding Expense Comparison Year shall be adjusted from time to
     time to reflect Owner's reasonable estimate of increases in Operating
     Expenses for the current Expense Comparison year. The payments required to
     be made under clauses (y) and (z) above shall be subject to adjustment as
     and when Owner's Statement for such current Expense Comparison year is
     rendered by Owner. During the first Expense Comparison Year Tenant shall
     make payments on account of Expense Payments, based upon reasonable
     estimates prepared by Owner, payments to be made monthly on the first day
     of each month during such first Expense Comparison Year. The payments based
     on such estimates shall be adjusted following the expiration of the first
     Expense Comparison Year, upon rendition of Owner's Statement for that year.

          (y) No Credit. If in a Tax Comparison Year the Taxes are less than the
     Base Tax, and/or if an Expense Comparison Year the Operating Expenses are
     less than the Base Operating Expenses, the Tenant shall not be entitled to
     receive a credit, by way of a reduction in Fixed Annual Rent, a refund of
     all or a portion of prior (or a credit against future) Tax Payments or
     Expense Payments, or otherwise.

          (z) Partial Comparison year. If the Expiration Date or earlier date
     upon which the term may expire or terminate shall be a date other than the
     last day of a Tax or Expense Comparison Year, Tenant's Tax Payment and
     Expense Payment for such partial Tax or Expense Comparison Year shall be
     prorated, based upon Owner's reasonable estimate of the tax payments and
     expense payments for such Tax or Expense Comparison Year.

     42. Cleaning; Trash Removal.

     (a) If Tenant keeps the demised premises in good order, Owner shall cause
the demised premises to be cleaned on business days, in accordance with the
provisions of the annexed Cleaning Specifications. Tenant shall provide
unrestricted access to the interior of all windows within the demised premises
as a condition precedent to Owner's obligation to clean same. Tenant shall
provide Owner, its contractors and their employees, with unrestricted access to
the demised premises between the hours of 8:00 a.m. to 5:00 p.m., together with
the use of Tenant's electricity and water (if any), all as may be required for
cleaning. In consideration for Owner's cleaning of the demised premises during
such hours. Tenant shall pay

                                      -30-
<PAGE>


                                                                    OFF/MAS/1991

Owner, as additional rent, the sum of $3,286.00, which sum shall be payable in
equal monthly installments of $273.83 per month together with and in the same
manner as the Fixed Annual Rent.*

     (b) Tenant shall pay Owner the costs incurred by Owner as a result of (i)
cleaning performed in the demised premises and the Building, necessitated by (v)
misuse or neglect on the part of Tenant or its invitees, (w) use of any portion
of the demised premises for preparation, serving or consumption of food or
beverages, reproducing operations, private lavatories or other special purposes
requiring greater or more difficult cleaning work than that normally associated
with office areas, provided, however, that Tenant may use the kitchenette in the
demised premises for its intended purpose, (x) interior glass surfaces, (y)
non-building standard materials or finishes installed by or at Tenant's request,
or (z) increases in frequency or scope of any of the items set forth in the
Cleaning Specifications as requested by Tenant, and (ii) removal from the
demised premises or building of Tenant's refuse and rubbish exceeding that
normally accumulated daily in routine or ordinary business office occupancy.*

     (c) Extraordinary waste (such as crates, cartons, boxes and used furniture
and equipment) shall be removed from the Building by Owner, at Tenant's cost.
Tenant shall not place waste of any kind in any public area. Anything placed in
a public area by Tenant shall be deemed abandoned and of no value to Tenant, and
Owner may remove and dispose of same, at Tenant's cost. The costs incurred by
Owner pursuant to paragraphs (b) and (c) of this Article shall be paid by Tenant
to Owner, within 30 days after submission of a statement therefor, without
limitation Owner's additional rights under this lease.

     43. Heating, Ventilation and Air-Conditioning.

     (a) Owner shall have free and unrestricted access to all heating,
air-conditioning and ventilating ("HVAC") equipment in the demised premises.
Damage caused to the HVAC equipment, appliances or appurtenances as a result of
the negligence or careless operation by Tenant, its employees or its invitees,
shall be repaired by Owner. The cost and expense thereof shall be paid by Tenant
within 30 days after submission of Owner's statement, without limiting any of
Owner's additional rights under this lease. Owner shall have no maintenance or
repair obligation as to supplemental HVAC equipment installed by, or at,
Tenant's request or expense.*

     (b) Owner will not be responsible for the failure of the air-conditioning
system to meet its performance specifications (i) prior to the proper balancing
of the system, or (ii) if such failure results from the occupancy of the demised
premises by

                                      -31-
<PAGE>


                                                                    OFF/MAS/1991

more than an average of 1 person for each 150 square feet of Rentable Area, or
(iii) if Tenant installs and operates machines and appliances the installed
electrical load of which when combined with the load of all lighting fixtures
exceeds the electrical load contemplated by the floor plan attached hereto. If
the use of the demised premises in a manner exceeding the occupancy and
electrical load criteria, or the rearrangement of partitioning after the initial
preparation of the demised premises, results in the air-conditioning system
being unable to achieve its rated performance specifications, and it is feasible
to make changes to the system so as to enable it to achieve such performance
specifications, if Tenant requests such changes, such changes shall be made by
Owner at Tenant's cost, which cost shall be paid by Tenant within 30 days after
submission of a statement therefor.*

     (c) In order to enable the air-conditioning system to function properly,
Tenant shall keep all windows closed and shall lower and close window coverings
when necessary because of the sun's position. Tenant shall comply with all
regulations and requirements Owner may establish for the functioning and
protection of the HVAC systems.

     (d) The Fixed Annual Rent includes up to 950 hours per annum of overtime
heating and air conditioning use. If Tenant exceeds 950 hours per annum of
overtime heating and air conditioning use, Tenant shall pay Owner's's then
standard charge for such use. Owner's current charge for overtime heating and
air conditioning service is $35.00 per hour.*

     44. Electricity.

     (a) Electricity shall be supplied to the demised premises during the term
in accordance with the provisions of paragraph (c) of this Article. However, at
any time and from time to time during the term hereof, provided it is then
permissible under the provisions of laws and requirements of public authorities,
Owner shall have the option to have electricity supplied to the demised premises
in accordance with paragraph (d) of this Article.*

     (b) For the purposes of this Article

          (i) The term "Electric Rate" shall mean the Service Classification
     pursuant to which Owner purchases electricity from the utility company
     servicing the Building, provided, however, at no time shall the amount
     payable by Tenant for electricity be less than Owner's Cost per Kilowatt
     and Cost per Kilowatt Hour (as such terms are hereinafter defined), and
     provided further that in any event, the Electric Rate shall include all
     applicable surcharges, and

                                      -32-
<PAGE>


                                                                    OFF/MAS/1991

     demand, energy, fuel adjustment and time of day charges (if any), taxes and
     other sums payable in respect thereof.*

          (ii) The term "Cost per Kilowatt Hour" shall mean the total cost for
     electricity incurred by Owner to service the Building during a particular
     time period (including all applicable surcharges, and energy, fuel
     adjustment and time of day charges (if any), taxes and other sums payable
     in respect thereof) divided by the total kilowatt hours purchased by Owner
     during such period.

          (iii) The term "Cost per Kilowatt" shall mean the total cost for
     demand incurred by Owner to service the Building during a particular time
     period (including all applicable surcharges, demand, and time of day
     charges (if any), taxes and other sums payable in respect to thereof)
     divided by the total kilowatts purchased by Owner during such period.

          (c) (i) Owner shall supply electricity to service the demised premises
     on a submetered basis, and Tenant shall pay to Owner, as additional rent,
     the sum of (y) an amount determined by applying the Electric Rate or, at
     Owner's election, the Cost per Kilowatt Hour and Cost per Kilowatt, to
     Tenant's consumption of and demand for electricity within the demised
     premises as recorded on the submeter or submeters servicing the demised
     premises, and (z) Owner's administrative charge of 8% of the amount
     referred to in clause (y) above, if and to the extent same is permitted by
     laws and requirements of public authorities (such combined sum being
     hereinafter called "Submeter Electric Rent"). Except as set forth in the
     foregoing clause (z), Owner will not charge Tenant more than the Electric
     Rate or, at Owner's election, the Cost per Kilowatt and Cost per Kilowatt
     Hour for the electricity provided pursuant to this paragraph.*

          (ii) Where more than one submeter measures the electric service to
     Tenant, the electric service rendered through each submeter shall be
     computed and billed separately in accordance with the provisions
     hereinabove set forth.

          (iii) Tenant shall pay to Owner, on account of the Submeter Electric
     Rent payable pursuant to this paragraph (c), the annual sum of $19,500.00
     ("Estimated Submeter Electric Rent"), subject to the adjustments on the
     first day of each and every calendar month of the term (except that if the
     first day of the term is other than the first day of a calendar month, the
     first monthly installment, prorated to the end of said calendar month,
     shall be payable on the first day of the first full calendar month).

                                      -33-
<PAGE>


                                                                    OFF/MAS/1991

          (iv) From time to time during the term, the Estimated Submeter
     Electric Rent may be adjusted by Owner on the basis of either Owner's
     reasonable estimate of Tenant's electric consumption and demand (if at any
     time the submeter(s) servicing the demised premises are inoperative) or
     Tenant's actual consumption of and demand for electricity as recorded on
     the submeter(s) servicing the premises, and, in either event, the Electric
     Rate or Cost per Kilowatt and Cost per Kilowatt Hour then in effect.

          (v) Subsequent to the end of each calendar year during the term of
     this lease, or more frequently if Owner shall elect, Owner shall submit to
     Tenant a statement of the Electric Submeter Rent for such year or shorter
     period together with the components thereof, as set forth in clause (i) of
     this paragraph (c) ("Submetered Electric Statement"). To the extent that
     the Estimated Submeter Electric Rent paid by Tenant for the period covered
     by the Submetered Electric Statement shall be less than the Submeter
     Electric Rent as set forth on such Submeter Electric Statement, Tenant
     shall pay Owner the difference within 30 days after receipt of the Submeter
     Electric Statement. If the Estimated Submeter Electric Rent paid by Tenant
     for the period covered by the Submeter Electric Statement shall be greater
     than the Submeter Electric Rent as set forth on the Submeter Electric
     Statement, such difference shall be credited against the next required
     payment(s) of Estimated Submeter Electric Rent. If no Estimated Submeter
     Electric Rent payment(s) shall thereafter be due, Owner shall pay such
     difference to Tenant.

          (vi) For any period during which the submeter(s) servicing the
     premises are inoperative, the Submeter Electric Rent shall be determined by
     Owner, based upon its reasonable estimate of Tenant's actual consumption of
     and demand for electricity, and the Electric Rate or Cost per Kilowatt and
     cost per Kilowatt Hour then in effect.

     (d) If Owner discontinues furnishing electricity to the demised premises
pursuant to paragraph (c) of this Article, Tenant shall make its own
arrangements to obtain electricity directly from the utility company furnishing
electricity to the building. The cost of such service shall be paid by Tenant
directly to such utility company. Owner shall permit its electric feeders,
risers and wiring serving the demised premises to be used by Tenant, to the
extent available, safe and capable of being used for such purpose. All meters
and all additional panel boards, feeders, risers, wiring and other conductors
and equipment which may be required to enable Tenant to obtain electricity of
substantially the same quality and character, shall be installed by Owner at
Tenant's cost and expense. Owner shall not discriminate against Tenant in its
decision to discontinue furnishing electricity to the demised premises.*

                                      -34-
<PAGE>


                                                                    OFF/MAS/1991

     (e) Bills for electricity supplied pursuant to paragraph (c) of this
Article shall be rendered to Tenant at such times as Owner may elect. Tenant's
payments for electricity supplied in accordance with paragraph (c) of this
Article shall be due and payable within 30 days after delivery of a statement
therefor, by Owner to Tenant. If any tax is imposed upon Owner's receipts from
the sale of electricity to Tenant by laws and requirements of public
authorities, Tenant agrees that, unless prohibited by such laws and requirements
of public authorities, Tenant's Proportionate Share of such taxes shall be
included in the bills of, and paid by Tenant to Owner, as additional rent.*

     (f) Owner's failure during the term to prepare and deliver any statements
or bills under this Article, or Owner's failure to make a demand under this
Article, shall not in any way be deemed to be a waiver of, or cause Owner to
forfeit or surrender, its rights to collect any amount of additional rent which
may become due pursuant to this Article, except that any such failure beyond 24
months following the end of the year during which such sum shall be due and
payable shall result in Owner being unable to collect such sums; but such
abatement of Tenant's obligation shall not constitute a waiver of or in any way
impair the continuing obligation of Tenant to pay for electricity consumption
during future periods during the term. Tenant's liability for any amounts due
under this Article shall survive the expiration or sooner termination of the
term.*

     (g) Tenant's failure or refusal, for any reason, to utilize the electrical
energy provided by Owner, shall not entitle Tenant to any abatement or
diminution of Fixed Annual Rent or additional rent, or otherwise relieve Tenant
from any of its obligations under this lease.

     (h) If either the quantity or character of the electrical service is
changed by the utility company supplying electrical service to the Building or
is no longer available or suitable for Tenant's requirements, or if there shall
be a change, interruption or termination of electrical service due to a failure
or defect on the part of the utility company, no such change, unavailability,
unsuitability, failure or defect shall constitute an actual or constructive
eviction, in whole or in part, or entitle Tenant to any payment from Owner for
any loss, damage or expense, or to abatement or diminution of Fixed Annual Rent
or additional rent, or otherwise relieve Tenant from any of its obligations
under this lease, or impose any obligation upon Owner or its agents. Owner will
use reasonable efforts to insure that there is no interruption in electrical
service to Tenant, but in no event shall Owner be responsible for any failures
of the utility providing such service or the negligence or other acts of third
parties causing any such interruption.

                                      -35-
<PAGE>


                                                                    OFF/MAS/1991

     (i) Tenant shall not make any electrical installations, alterations,
additions or changes to the electrical equipment or appliances in the demised
premises without prior written consent of Owner in each such instance. Tenant
shall comply with the rules and regulations applicable to the service,
equipment, wiring and requirements of Owner and of the utility company supplying
electricity to the Building. Tenant agrees that its use of electricity in the
demised premises will not exceed the capacity of existing feeders to the
Building or the risers or wiring installations therein and Tenant shall not use
any electrical equipment which, in Owner's judgment, will overload such
installations or interfere with the use thereof by other tenants in the
Building. If, in Owner's judgment, Tenant's electrical requirements necessitate
installation of an additional riser, risers or other proper and necessary
equipment or services, including additional ventilating or air-conditioning, the
same shall be provided or installed by Owner at Tenant's expense, which shall be
chargeable and collectible as additional rent and paid within 30 days after the
rendition to Tenant of a bill therefor.

     (j) If, after Owner's initial installation work, (i) Tenant shall request
the installation of additional risers, feeders or other equipment or service to
supply its electrical requirements and Owner shall determine that the same are
necessary and will not cause damage or injury to the Building or the demised
premises or cause or create a dangerous or hazardous condition or entail
excessive or unreasonable alterations, repairs or expense or interfere with or
disturb other tenants or occupants of the Building, or (ii) Owner shall
determine that the installation of additional risers, feeders or other equipment
or service to supply Tenant's electrical requirements is necessary, then and in
either of such events Owner shall cause such installations to be made, at
Tenant's sole cost and expense and Tenant shall pay Owner for such
installations, as additional rent, within 30 days after submission of a
statement therefor.

     45. Amendments for Financing; Information for Mortgagees.

     (a) If, in connection with obtaining or renewing financing for the Real
Property, an institutional lender shall request modifications in this lease as a
condition to such financing, Tenant will not withhold, delay or defer its
consent thereto, provided that such modifications neither increase the monetary
obligations of Tenant nor decrease the size of the demised premises, the number
of parking spaces provided for in Article 40 or the services required to be
provided by Owner, or substantial alter Tenant's rights hereunder.*

     (b) Tenant agrees, within a reasonable time after being requested, to
submit such financial information as may be reasonably required by Owner's
mortgagee(s).

                                      -36-
<PAGE>


                                                                    OFF/MAS/1991

     46. Broker. Owner and Tenant each represents to the other that, in the
negotiation of this lease, they dealt with no broker or any other person legally
entitled to claim a brokerage commission or finder's or consultant's fee with
respect to this transaction except D.H. White Commercial Real Estate Services,
Inc. and based thereupon Owner shall pay a commission per a separate agreement.
Owner and Tenant shall indemnify, defend and hold the other harmless from and
against all losses, costs, damages, expenses, claims and liabilities (including
court costs and attorneys' fees and disbursements) arising out of any inaccuracy
of this representation.*

     47. Building Name; Tenant Signs; Directory.

     (a) Building Name. Owner may, from time to time, designate a name for the
Building and change the name and/or address of the Building.

     (b) Tenant Signs. Owner shall provide, at Owner's sole cost, Owner's
building standard sign to be installed on the door of the demised premises.

     (c) Directory. Owner shall, upon Tenant's request list on the Building's
directory ("Directory") (if any), the name of Tenant.

     48. Holdover. Tenant acknowledges that possession of the demised premises
must be surrendered at the expiration or sooner termination of the term, time
being of the essence. The parties agree that the damage to Owner resulting from
failure by Tenant to surrender possession of the demised premises on a timely
basis will be extremely substantial, will exceed the amount of rent payable
hereunder and will be impossible of accurate measurement. Tenant shall pay
Owner, as liquidated damages for each month and for any portion of a month
during which Tenant holds over in the demised premises after expiration or
sooner termination of the term of this lease, a sum equal to 150% of the average
rent which was payable per month under this lease during the last 3 months of
the term. Tenant's failure or refusal to surrender the demised premises. Nothing
contained herein shall be deemed to authorize Tenant to remain in occupancy of
the demised premises after the expiration or sooner termination of the term.*

     49. Insurance and Indemnity.

     (a) Tenant shall provide, prior to entry upon the demised premises, and
maintain throughout the term of this lease, at its own cost, and with companies
rated not less than B+ Class IX by A.M. Best Company, Inc., and authorized to do
business in the State of Connecticut (i) public liability and property damage
insurance in an amount not less than $2,000,000 combined single limit for
personal injury, death and

                                      -37-
<PAGE>


                                                                    OFF/MAS/1991

property damage arising out of any one occurrence, protecting Owner and Tenant
against all claims for personal injury, death or property damage occurring in,
upon or adjacent to the demised premises and any part thereof, or arising from,
related to, or in any way connected with the conduct and operation of Tenant's
use of or occupancy of the demised premises, which insurance shall be written on
an occurrence basis and name Owner (and at Owner's request, Owner's mortgagees)
as addition insureds, (ii) workers' compensation insurance covering all persons
employed by Tenant or its contractors in connection with work performed by or
for Tenant, and (iii) plate glass insurance covering plate glass in the demised
premises. All of Tenant's insurance shall be in a form reasonably satisfactory
to Owner and shall provide that it shall not be cancelled, terminated or changed
except after 20 days' written notice to Owner. All such policies or certificates
for same (in both instances with evidence of payment of the premium) shall be
deposited with Owner not less than 30 days prior to the day such insurance is
required to be in force and upon renewals of said policies not less than 30 days
prior to the expiration of the term of such coverage. Owner shall have the right
and from time to time during the term, on not less than 30 days notice, to
require that Tenant increase the amount and/or types of coverage required to be
maintained under this Article to the amounts and/or types generally required of
tenants in comparable buildings in Fairfield County. The minimum limits of
liability insurance required pursuant to clause (i) shall in no way limit or
diminish Tenant's liability under paragraph (d) of this Article.

     (b) Tenant shall not knowingly commit or permit anything to be done in, on
or about the demised premises, the Building, the Real Property, the Park, if
applicable, or any adjacent property contrary to law, or which will invalidate
or be in conflict with the insurance policies carried by Owner or by others for
Owner's benefit, or do or permit anything to be done, or keep or permit anything
to be kept, in the demised premises, which (i) could result in termination of
any of such policies, (ii) could adversely affect Owner's right of recovery
under any such policies, (iii) could subject Owner to any liability or
responsibility to any person, or (iv) would result in reputable and independent
insurance companies refusing to insure the Building or property of Owner therein
or in the Park, if applicable, in amounts satisfactory to its mortgagees.*

     (c) Tenant shall procure a clause in, or endorsement on, each of its
policies for fire or extended coverage insurance covering the demised premises
or personal property, fixtures or equipment located thereon, pursuant to which
the insurance company waives subrogation or consents to a waiver of right of
recovery against Owner. Tenant agrees not to make claims against or seek to
recover from Owner for loss or damage to its property or property of others
covered by such insurance. To the extent Tenant shall be a self-insurer, Tenant
waives the right of recovery, if any,

                                      -38-
<PAGE>


                                                                    OFF/MAS/1991

against Owner, its agents and employees, for loss, damages or destruction of
Tenant's property.

     50. Exculpation. Tenant shall look solely to the estate and interest of
Owner, its successors and assigns, in the Building for the collection of any
judgment (or other judicial process) recovered against Owner based upon breach
by Owner of any of the terms, conditions or covenants of this lease on the part
of Owner to be performed, and no other property or assets of Owner shall be
subject to levy, execution or other enforcement procedures for the satisfaction
of Tenant's remedies under or with respect to either this lease, the
relationship of landlord and tenant hereunder, or Tenant's use and occupancy of
the demised premises.

     5.1 Partnership. If Tenant's interest in this lease shall at any time be
held by a partnership, or by 2 or more persons individually (any such
partnership and such persons are referred to in this Article as "Partnership"),
the following provisions shall apply to such Partnership:

     (a) The liability of each of the parties comprising Partnership shall be
joint and several;

     (b) Each of the parties comprising Partnership shall be deemed to consent
to, and be bound by, all (i) written instruments which may thereafter be
executed, changing, modifying or discharging this lease, in whole or in part, or
surrendering all of any part of the demised premises to Owner, and (ii) notices,
demands, requests or other communications which may thereafter be given by
Partnership or any of the parties comprising Partnership;

     (c) Any bills, statements, notices, demands, requests or other
communications given or rendered to Partnership, or to any one of the parties
comprising Partnership, shall be deemed given or rendered to partnership and to
all persons comprising Partnership and shall be binding upon Partnership and all
such parties;

     (d) If Partnership shall admit new partners, all of such new partners shall
by their admission to partnership, be deemed to have assumed the obligation to
perform the terms, covenants and conditions of this lease on Tenant's part to be
observed an performed; and

     (e) Partnership shall give prompt notice to Owner of the admission of each
new partner, and upon demand of Owner, shall cause each such new partner to
execute and deliver to Owner an agreement in form satisfactory to Owner, wherein
each new partner shall assume performance of the terms, covenants and conditions
of

                                      -39-
<PAGE>


                                                                    OFF/MAS/1991

this lease on Tenant's part to be observed and performed (but neither Owner's
failure to request such agreement nor failure of any partner to execute or
deliver such agreement shall relieve such new partner of his obligation
hereunder).

     The provisions of this Article shall not constitute a consent by Owner to
the assignment of any interest in this lease by Tenant.

     52. Restrictions on Use.

     (a) Tenant agrees that neither Tenant nor any subtenant, assignee or
occupant of the demised premises shall at any time during the term occupy or use
the demised premises or permit the same to be occupied or used in any manner
except as provided in Article 2.

     (b) Tenant shall not knowingly permit the demised premises to be used in
any manner, or anything to be done therein, or permit anything to be brought
into or kept therein, which would (i) violate any laws or requirements of public
authorities, (ii) cause injury to the Building or the Park, if applicable, (iii)
constitute a nuisance, (iv) impair the appearance of the Building, (v) impair
the use for normal purposes of any area of the Building by, or required to be
furnished by Owner to Tenant or to any other tenants or occupants of the
building or the Park, if applicable, or (vi) violate any of Tenant's obligations
under this lease.*

     (c) Tenant shall not place (nor require the placement of) a load upon any
floor of the demised premises exceeding 75 lbs. per square foot (live and dead),
nor shall Tenant place (or require the placement of) a load upon any ceiling in
the demised premises exceeding 5 lbs. per square foot. All data processing and
other business machines and equipment and all other mechanical equipment
installed and used by Tenant in the demised premises, as approved by Owner,
shall be quipped, installed and maintained by Tenant, at its expense, so as to
prevent noise, vibration or electrical or other interference from being
transmitted from the demised premises to any other area of the Building. Tenant
shall not move any safe, machinery or heavy equipment in or out of the Building
without employing persons property licensed, if required by laws and
requirements of public authorities.

     53. Rules and Regulations. Tenant and Tenant's invitees shall observe and
comply with the attached Rules and Regulations, and such additional Rules and
Regulations as Owner or Owner's agents may from time to time adopt. Notice of
additional Rules and Regulations shall be given to Tenant. Owner shall have no
duty or obligation to enforce the Rules and Regulations or the terms, covenants
or conditions in any other lease, against any other tenant of the Building and
in the Park, if applicable, and Owner shall not be liable to Tenant for
violation of the same

                                      -40-
<PAGE>


                                                                    OFF/MAS/1991

by any other tenant or its invitees, provided that Owner shall not discriminate
against Tenant in its enforcement of the Rules and Regulations. In the event of
a conflict between the Rules and Regulations and the provision of the lease, the
provisions of the lease shall prevail.

     54. Tenant's Alterations. Supplementing Article 3, Tenant shall not employ
contractors in connection with any services, provisions, alterations or
maintenance, unless Owner has consented in writing to the contractor, it being
the intention of Owner to limit the number of such contractors employed in the
Building and Park, if applicable. If such consent has not been obtained Tenant
shall, if requested by Owner, forthwith cancel such contract. Owner's
disapproval of any contractor selected by Tenant must be accompanied by the
designation of one or more contractors acceptable to Owner, whose prices must be
reasonably competitive. If Owner does not approve or disapprove Tenant's
contractor within 7 business days after receipt of written request therefor, the
contractor so selected by Tenant shall be deemed approved by Owner. Tenant shall
not employ persons in connection with any such services, provisions, alterations
or maintenance the employment of whom would cause a strike, stoppage or slowdown
by employees of contractors of Owner in the Building and Park, if applicable.
Owner does not consent to the reservation of title by any conditional vendor, or
the retention of a security interest by a secured party, to any property which
may be affixed to the realty.

     55. Notice.

     (a) At the request of the holder(s) of any mortgage encumbering the Real
Property, Tenant shall serve upon such mortgagee(s) a copy of all notices given
by Tenant to Owner pursuant to paragraph (b) below, such service to be by
registered or certified mail addressed to such mortgagee(s) at the address
provided by such mortgagee(s) to Tenant.

     (b) Except for rent bills, any notice, approval, consent, bill, statement
or other communication required or permitted to be given, rendered or made by
either party hereto to the other, pursuant to this lease or pursuant to any
applicable law or requirement of public authority, shall be in writing and shall
be delivered personally or by registered or certified mail addressed to the
other party at the address hereinabove set forth, All notices given by either
party pursuant to this Article may be given by such party, their agents or
attorneys, Either party may, by notice as aforesaid, designate a different
address or addresses for notices, bills, statements or other communications
intended for it. All notices given pursuant to this Article shall be deemed
given on the second business day after posting if mailed in Fairfield County,
and on the third business day after posting if mailed outside of Fairfield

                                      -41-
<PAGE>


                                                                    OFF/MAS/1991

County and upon delivery if made personally, on and after the Commencement Date
notices directed to Tenant shall be addressed to Tenant at the Building.

     56. Miscellaneous.

     (a) Whenever it is provided that Owner shall not unreasonably withhold or
delay consent or approval or shall exercise its judgment reasonably (such
consent or approval and such exercise of judgment being collectively referred to
as "Consent"), if Owner shall delay or refuse such consent, Tenant shall not be
entitled to make any claim, and Tenant waives any claim for money damages (nor
shall Tenant claim any money damage by way of setoff, counterclaim or defense)
based upon any claim or assertion that Owner unreasonably withheld or
unreasonably delayed consent. Tenant's sole remedy shall be an action or
proceeding for specific performance, injunction or declaratory judgment to
enforce any such provision, but any such equitable remedy which can be cured by
the expenditure of money may be enforced personally against Owner only to the
extent of interest in the Building. Failure on the part of Tenant to seek relief
within 30 days after the date upon which Owner has withheld its consent shall be
deemed a waiver of any right to dispute the reasonableness of such withholding
of consent.

     (b) Owner shall have no liability or responsibility if any service or
utility required to be provided by Owner is interrupted or stopped by reason of
unavoidable delays, unless caused by Owner's negligence.*

     (c) If Tenant shall request the consent or approval of Owner to the making
of any alterations or to any other thing, and Owner shall seek and pay a
separate fee for the opinion of Owner's counsel, architect, engineer or other
representative or agent as to the form or substance thereof, Tenant shall pay
Owner, as additional rent, within 30 days after demand, all reasonable costs and
expenses of Owner incurred in connection therewith, including, in case of any
alterations, costs and expenses of Owner in reviewing plans and specifications.

     (d) This lease is submitted to Tenant for signature with the understanding
that it shall not bind Owner unless and until it has been executed by Owner and
delivered to Tenant or Tenant's attorney.

     (e) Whenever reference is made to public halls, elevators, corridors, etc.
and if none such are present on or about the premises demised herein then such
reference shall have no relevance to the terms herein.

     (f) In the event of any conflict between the printed provisions of the
lease and the Rider to the lease, the provisions of this Rider shall prevail.

                                      -42-
<PAGE>


                                                                    OFF/MAS/1991

     (g) Owner's failure to prepare and/or deliver any statement or bill
required to be delivered to Tenant, or Owner's failure to make demand for
payment of Fixed Annual Rent or additional rent shall not be a waiver of, or
cause Owner to forfeit or surrender its rights to collect, any rent due.
Notwithstanding the foregoing, any delay or failure of Owner in billing any
additional rent under this lease beyond 24 months following the end of the year
in which such additional rent was incurred shall result in Owner being unable to
collect such additional rent payment; but such abatement of rent obligation
shall not constitute a waiver of or in any way impair the continuing obligation
of Tenant to make future additional rent payments. Tenant's liability for all
such payments shall continue unabated during the term and shall survive the
expiration or sooner termination of the term.*

     (h) Tenant shall not cause (or allow any of its contractors, agents or
other persons or entities over whom or which it exercises a degree of control to
cause) to occur within the demised premises, the Building or the Park, if
applicable, any discharge, spillage, uncontrolled loss, seepage or filtration of
hazardous waste or oil or petroleum liquids or solids, asbestos, pcb,
radioactive substances, methane, volatile hydrocarbons, industrial solvents, or
any other materials or substances which have in the past caused or constituted,
or are in the future found to cause or constitute, a health, safety or
environmental hazard.

     (i) Anything herein to the contrary notwithstanding, if the first month's
rent or the security deposit shall not have been delivered to Owner upon the
approval of this lease by the Office of the Attorney General of the State of
Connecticut, then (in additional to such other remedies available to Owner
hereunder, at law or in equity) Owner shall not be obligated to commence
preparation of the demised premises for occupancy (if required by the provisions
of this lease) until such sums shall have been delivered to Owner.*

     (j) Tenant agrees not to disclose the terms, covenants, conditions or other
facts with respect to this lease, including, but not limited to, the Fixed
Annual Rent, to any person, corporation, partnership, associations, newspaper,
periodical or other entity. This non-disclosure and confidentiality agreement
shall be binding upon Tenant without limitation as to time, and a breach of this
paragraph shall constitute a material breach under this lease.

     (k) Tenant shall prevent its students from loitering in any part of the
Building and from congregating in front of the Building. If Tenant's students
loiter in the Building or congregate in front of the Building, same shall be
deemed a material breach of this lease by Tenant. Owner acknowledges that
Tenant's obligation to prevent such loitering is limited to loitering on
non-public property.*

                                      -43-
<PAGE>


                                                                    OFF/MAS/1991

     57. Amendments to Printed Form.

     (a) Article 4 is amended by inserting the following after the sentence
ending on line 9 of column 2, on page 1: "All maintenance and repairs shall be
performed in a manner acceptable to Owner."

     (b) Article 6 is amended by adding the following after "premises" in line
16 on page 2, "or the building or any property adjacent thereto,"; the following
after "part" in line 20 on page 2, "or the adjacent property"; and the following
after "effect" on line 28 on page 2, "as if Tenant were not occupying the
building."

     (c) Article 7 is amended by adding the following paragraph:
"Notwithstanding anything contained herein to the contrary, and at the election
of the holder of any current or future mortgage encumbering all or a portion of
the premises of which the demised premises are a part, such mortgage shall be
subordinate to this lease with the same force and effect as if this lease had
been executed, delivered and recorded prior to the execution, delivery and
recording of the said mortgage, except however that the said subordination or
the mortgage to the lease shall not affect nor be applicable to and does
expressly exclude:

          (i) The prior right, claim or lien of the said mortgage in, to and
     upon any award or other compensation heretofore or hereafter to be made for
     any taking by eminent domain of any part of the mortgaged premises, and to
     the right of disposition thereof in accordance with the provisions of the
     said mortgage;

          (ii) The prior right, claim and lien of the said mortgage in, to and
     upon any proceeds payable under all policies of fire and rent insurance
     upon the said mortgaged premises and as to the right of disposition thereof
     in accordance with the terms of the said mortgage; and

          (iii) Any lien, right, power or interest, if any, which may have
     arisen or intervened in the period between the recording of the said
     mortgage and the execution of this lease, or any lien or judgment which may
     arise at any time under the terms of this lease.

     Although this clause shall be self-operative upon the election of any such
mortgage, in confirmation hereof, Tenant shall execute promptly any certificate
that Owner or such mortgagee may request."

     (d) Article 18 is amended by adding the following paragraph:

                                      -44-

<PAGE>


                                                                    OFF/MAS/1991

     In the event of a default by Tenant in its obligations under this lease,
beyond applicable grace periods, if any, in addition to Owner's other rights and
remedies, there shall be immediately payable by Tenant to Owner, as additional
rent, the amount of all of the following which are incurred, granted or assumed
by Owner in connection with the lease: all rent concessions; free rent; rent
credits, contributions or payments by Owner with respect to work or improvements
performed in the demised premises; and/or obligations expenses and liabilities
of Tenant assumed or paid for by Owner in consideration of Tenant's entering
into this lease.

     (e) Article 29 is amended by adding the following after "heat" in line 5,
"and air-conditioning"; the following after "ordinary" in line 8, "drinking
and,"; and the following after "thereof" in line 5 of clause (f), "and Owner
shall have no responsibility or liability for failure to supply such services in
the event of any such stoppage."

     (f) Article 31 is amended by adding the following after "lease" as found
twice in line 11, "(including a termination thereof"); and the following after
"lessee" in lines 16 and 17, "or transferee".

     (g) Article 34 is amended by adding the following after the sentence ending
on line 6 of column 2, "If Owner so uses, applies or retains any part of the
security so deposited, Tenant, upon demand, shall deposit with Owner the amount
so used, applied or retained, so that Owner shall have the full deposit on hand
at all times during the term of this lease."

     58. Option to Terminate.

     Tenant shall have the right to elect to terminate this lease at any time
after the third lease year, provided Tenant has given Owner notice of its
election no later than 180 days prior to the effective date of termination
("Termination Date") (time being of the essence in the giving of such notice).
Simultaneously with the notice to be given pursuant to the foregoing sentence,
Tenant shall pay to Owner the sum of (1) an amount equal to the product of
$174.52 multiplied by the number of days between the Termination Date and the
original Expiration Date plus (2) an amount equal to (i) $71,500.00, if the
Termination Date is on or before the fourth year and fourth month anniversary of
the Commencement Date, (ii) $47,666.67, if the Termination Date is after the
fourth year and fourth month anniversary of the Commencement Date but on or
before the fourth year and eight month anniversary of the commencement Date or
(iii) $23,833.33 if the Termination Date is after the fourth year and eight
month anniversary of the Commencement Date. The foregoing sum shall be in
addition to all Fixed Annual Rent and additional rent due and owing through the
Termination Date.*

                                      -45-
<PAGE>


                                                                    OFF/MAS/1991

     59. Attorney General Approval. This lease is conditioned upon the approval
of the Office of the Attorney General of the State of Connecticut (the "Attorney
General's Office"). Tenant shall deliver to Owner evidence of the approval of
the Attorney General's Office within 30 days after the delivery to Tenant of
four copies of this lease executed by Owner. If Tenant fails to obtain the
approval from the Attorney General's Office within such 30 day period, time
being of the essence, this lease shall automatically terminate and be of no
further force or effect. In such event, neither party shall have any liability
to the other.

     60. Non-discrimination. For the purposes of this section, the word
"contractor" is substituted for and has the same meaning and effect as if it
read "Owner". This section is inserted in connection with subsection (a) of
Section 4A-60 of the General Statutes of Connecticut as revised.

     (a) For the purposes of this section, "minority business enterprises" means
any small contractor or supplier of materials fifty-one percent or more of the
capital stock, if any, or assets of which is owned by a person or persons: (1)
who ar active in the daily affairs of the enterprise (2) who have the power to
direct the management and policies of the enterprise and (3) who are members of
a minority, as such term is defined in subsection (a) of Conn. Gen. Stat.,
ss.32-9n; and "good faith" means that degree of diligence which a reasonable
person would exercise in the performance of illegal duties and obligations.
"Good faith efforts" shall include, but not be limited to, those reasonable
initial efforts necessary to comply with statutory or regulatory requirements
and additional or substituted efforts when it is determined that such initial
efforts will not be sufficient to comply with such requirements.

     For purposes of this section, "Commission" means the Commission on Human
Rights and Opportunities.

     For purposes of this section, "Public works Contract" means any agreement
between any individual, firm or corporation and the state or any political
subdivision of the state other than a municipality for construction,
rehabilitation, conversion, extension, demolition or repair of a public
building, highway or other changes or improvements in real property, or which is
financed in whole or in part by the state, including, but not limited to,
matching expenditures, grants, loans, insurance or guarantees.

     (b) (1) The contractor agrees and warrants that in the performance of a
contract, such contractor will not discriminate or permit discrimination against
any person or group of persons on the grounds of race, color, religious creed,
age, marital status, national origin, ancestry, sex, mental retardation or
physical disability, including, but not limited to blindness, unless it is shown
by such contractor that

                                      -46-
<PAGE>


                                                                    OFF/MAS/1991

such disability prevents performance of the work involved, in any manner
prohibited by the laws of the United States or of the State of Connecticut. The
contractor further agrees to take affirmative action to insure that applicants
with job related qualifications are employed and that employees are treated when
employed without regard to their race, color, religious creed, age, marital
status, national origin, ancestry, sex, mental retardation or physical
disability, including, but not limited to blindness, unless it is shown by such
contractor that such disability prevents performance of the work involved; (2)
the contractor agrees, in all solicitations or advertisements for employees
placed by or on behalf of the contractor, to state that it is an "affirmative
action-equal opportunity employer" in accordance with regulations adopted by the
commission; (3) the contractor agrees to provide each labor union or
representative of workers with which such contractor has a collective bargaining
agreement or other contract or understanding and each vendor with which such
contractor has a contract or understanding, a notice to be provided by the
commission advising the labor union or workers' representative of the
contractor's commitments under this section, and to post copies of the notice in
conspicuous places available to employees and applicants for employment; (4) the
contractor agrees to provide with each provision of this section and Conn. Gen.
Stat., ss.ss.46a-68e and 46a-68f and with each regulation or relevant order
issued by said commission pursuant to Conn. Gen. Stat., ss.ss.46a-56, as amended
by Section 5 of Public Act 89-253, 46a-68e and 46a-68f; (5) the contractor
agrees to provide the commission on human rights and opportunities with such
information requested by the commission, and permit access to pertinent books,
records and accounts, concerning the employment practices and procedures of the
contractor as relate to the provisions of this section and sections 46a-56. If
the contract is a public works contract, the contractor agrees and warrants that
he will make good faith efforts to employ minority business enterprises as
subcontractors and suppliers of materials on such public works project.

     (c) Determination of the contractor's good faith efforts, shall include,
but shall not be limited to the following factors: The contractor's employment
and subcontracting policies, patterns and practices; affirmative advertising,
recruitment and training; technical assistance, activities and such other
reasonable activities or efforts as the commission may prescribe that are
designed to insure the participation of minority business enterprises in public
works projects.

     (d) The contractor shall develop and maintain adequate documentation, in a
manner prescribed by the commission of its good faith efforts.

     (e) The contractor shall include the provisions of subsection (b) of this
section in every subcontract or purchase order entered into in order to fulfill
any obligation of a contract with the state and such provisions shall be binding
on the subcontractor, vendor or manufacturer unless exempted by regulations or
orders of

                                      -47-
<PAGE>


                                                                    OFF/MAS/1991

the commission. The contractor shall take such action with respect to any such
subcontract or purchase order as the commission may direct as a means of
enforcing such provisions including sanctions for non-compliance in accordance
with Conn. Gen. Stat., ss.46a-56, as amended by Section 5 of Public Act 89-253;
provided, if such contractor becomes involved in, or is threatened with,
litigation with a subcontractor or vendor as a result of such direction by the
commission, the contractor may request the State of Connecticut to enter into
any such litigation or negotiation prior thereto to protect the interests of the
state and the sate may so enter.

     (f) The contractor agrees to comply with the regulations referred to in
this section as they exist on the date of this contract and as they may be
adopted or amended from time to time during the term of this contract and any
amendments thereto.

     For the purposes of this section , the word "contractor" is substituted for
and has the same meaning and effect as if it read "LESSOR." This section is
inserted in connection with Section 4a-60a of the General Statutes of
Connecticut, as revised.

     (a) (1) The contractor agrees and warrants that in the performance of the
contract such contractor will not discriminate or permit discrimination against
any person or group of persons on the grounds of sexual orientation, in any
manner prohibited by the laws of the United States or of the State of
Connecticut, and that employees are treated when employed without regard to
their sexual orientation; (2) the contractor agrees to provide each labor union
or representative of workers with which such contractor has a collective
bargaining agreement or other contract or understanding and each vendor with
which such contractor has a contract or understanding, a notice to be provided
by the commission on human rights and opportunities advising the labor union or
workers' representative of the contractor's commitments under this section, and
to post copies of the notice in conspicuous places available to employees and
applicants for employment; (3) the contractor agrees to comply with each
provision of this section and with each regulation or relevant order issued by
said commission pursuant to section 46a-56 of the general statutes; (4) the
contractor agrees to provide the commission on human rights and opportunities
with such information requested by the commission, and permit access to
pertinent books, records and accounts, concerning the employment practices and
procedures of the contractor which relate to the provisions of this section and
section 46a-56 of the general statutes.

     (b) The contractor shall include the provisions of subsection (a) of this
section in every subcontractor or purchase order entered into in order to
fulfill any obligation of a contract with the state and such provisions shall be
binding on a subcontractor, vendor or manufacturer unless exempted by
regulations or orders of

                                      -48-
<PAGE>


                                                                    OFF/MAS/1991

the commission. The contractor shall take such action with respect to any such
subcontract or purchase order as the commission may direct as a means of
enforcing such provisions including sanctions for noncompliance in accordance
with section 46a-56 of the general statutes; provided, if such contractor
becomes involved in, or is threatened with, litigation with a subcontractor or
vendor as a result of such direction by the commission, the contractor may
request the state of Connecticut to enter into any such litigation or
negotiation prior thereto to protect the interests of the state and the state
may so enter.

     (c) The contractor agrees to comply with the regulations referred to in
this section as they exist on the date of this contract and as they may be
adopted or amended from time to time during the term of this contract and any
amendments thereto.

                                      -49-
<PAGE>


                                                                    OFF/MAS/1991

                                                                       EXHIBIT A

                              RULES AND REGULATIONS

     1. Any moving of furniture or equipment into or out of the demised premises
must be done by Tenant at its own cost and expense, on business days after 6:00
p.m., or on Saturday subject, however, to the prior written consent of Owner. If
such move requires use of an elevator, such move shall not be in excess of such
elevator's carrying load capacity. Tenant shall reimburse Owner for its
reasonable costs of operating any elevator when same is used for moving Tenant's
furniture or equipment.

     2. The sidewalks, entrances, passages, lobby, elevators, vestibules,
stairways, corridors or halls shall not be obstructed or encumbered by Tenant or
used for any purpose other than ingress and egress to and from the demised
premises and Tenant shall not permit any of its invitees to congregate in any of
said areas. No door mat shall be placed or left in any public hall or outside
any entry door of the demise premises.

     3. No awnings or other projections shall be attached to the outside walls
of the Building. No curtains, blinds, shades, or screens shall be attached to or
hung in, or used in connection with, any window or door of the demised premises,
without the prior consent of Owner. Such curtains, blinds, shades or screens
must be of a quality type, design and color, and attached in the manner approved
by Owner.

     4. No sign, insignia, advertisements, object, notice or other lettering
shall be exhibited, inscribed, painted or affixed by any Tenant on any part of
the outside or inside of the demised premises or the Building without the prior
written consent of Owner. In the event of the violation of the foregoing by
tenant, Owner may remove the same without any liability, and may charge the
expense incurred in such removal to Tenant. Interior signs and lettering on
doors and directory tablets shall, if and when approved by Owner, be inscribed,
painted or affixed by Owner at the expense of Tenant, and shall be of a size,
color and style acceptable to Owner.

     5. The sashes, sash doors, skylights, windows and doors that reflect or
admit light and air into the halls, passageways or other public places shall not
be covered or obstructed by Tenant. Bottles, parcels, or other articles shall
not be placed on window sills by Tenant.

     6. No showcases or other articles shall be put in front of or affixed to
any part of the exterior of the Building, nor placed in the halls, corridors or
vestibules by Tenant.

                                      -50-
<PAGE>


                                                                    OFF/MAS/1991

     7. Tenant shall not discharge or permit to be discharged any materials
which may cause damage into waste lines, vents or flues. The water and wash
closets and other plumbing fixtures shall not be used for any purposes other
than those for which they were designed or constructed, and no sweepings,
rubbish, rags, corrosives, acids or other substances shall be thrown or
deposited therein. All damages resulting from any misuse of the fixtures shall
be borne by the tenant who, or whose invitees, shall have caused the same.

     8. Tenant shall not mark, paint, drill into, or in any way deface any part
of the demised premises or the Building. No boring, cutting or stringing of
wires shall be permitted, except with the prior consent of Owner, and as Owner
may direct. Tenant shall not lay linoleum, or other similar floor covering, so
that the same shall come in direct contact with the floor of the demised
premises, and, if linoleum or other similar floor covering is desired to be used
an interlining of builder's deadening felt shall be first affixed to the floor,
by a paste or other material, soluble in water, the use of cement and other
similar adhesive material is prohibited.

     9. No bicycles, vehicles, animals, fish or birds of any kind shall be
brought into or kept in or about the demised premises.

     10. No noise, including, but not limited to, music or the playing of
musical instruments, recordings, radio or television which, in Owner's judgment,
might disturb other tenants in the Building or the Park, if applicable, shall be
made or permitted by Tenant. Nothing shall be done or permitted in the demised
premises by Tenant which would impair or interfere with the use or enjoyment by
any other tenant of any other space in the Building or the Park, if applicable.
Tenant shall not throw anything out of the doors, windows of skylights or down
the passageways. Owner acknowledges the Tenant's use of audio/visual equipment
in the demised premises, and Owner further acknowledges that such use will not
be deemed a breach of this lease.

     11. Neither Tenant nor its invitees shall bring or keep upon the demised
premises any explosive fluid, chemical or substance, nor any inflammable or
combustible objects or materials.

     12. Additional locks or bolts of any kind which shall not be operable by
the grand master key(s) for the Building shall not be placed upon any of the
doors or windows by Tenant, nor shall any changes be made in locks or the
mechanism thereof which shall make such locks inoperable by said grand master
key(s). Tenant shall, upon the termination of its tenancy, turn over to Owner
all keys of stores, offices and toilet rooms, either furnished to, or otherwise
procured by, Tenant and in

                                      -51-
<PAGE>


                                                                    OFF/MAS/1991

the event of the loss of any keys furnished by Owner, Tenant shall pay to Owner
the cost thereof.

     13. All removals from the demised premises or the Building, or the moving
or carrying in or out of any safes, freight, furniture, packages, boxes, crates
or any other object or matter of any description must take place during such
hours and in such elevators as Owner or its agent may determine from time to
time. All deliveries of any nature whatsoever to the Building or the demised
premises must be made only through Building entrances specified or such
deliveries by Owner. Owner reserves the right to inspect all objects and matter
to be brought into the Building and to exclude from the Building all objects and
matter which violate the Lease. Owner may require any person leaving the
Building with any package or other object or matter, to submit a pass, listing
such package or object or matter, from the tenant from whose premises the
package or other object or matter is being removed, but neither the
establishment and enforcement of such requirement shall, nor the failure to
establish and enforce same, shall impose any responsibility on Owner for the
protection of any tenant against the removal or property from the premises.
Owner shall, in no way, be liable to Tenant for damages or loss arising from the
admission, exclusion or ejection of any person to or from the demised premises
or the Building under the provisions of this Rule or Rule 16.

     14. Tenant shall not occupy or permit any portion of the demised premises
to be occupied as an office for a public stenographer or public typist, or for
the possession, storage, manufacture, or sale of beer, wine or liquor,
narcotics, drugs, tobacco in any form, or as a barber, beauty or manicure shop,
or as an employment bureau. Tenant shall not engage or pay any employees on the
demised premises, except those actually working for Tenant on the demised
premises, nor advertise for laborers giving an address at the demised premises.
Tenant shall not use the demised premises or any part thereof, or permit the
demised premises or any part thereof to be used, for manufacturing, or for sale
at auction of merchandise, goods or property of any kind. The demised premises
shall not be used for lodging or sleeping or for any immoral or illegal purpose.
Canvassing, soliciting and peddling in the Building are prohibited and Tenant
shall cooperate to prevent the same. Tenant shall not cause or permit any odors
of cooking or other processes or any unusual or objectionable odors to emanate
from the demised premises which would annoy other tenants or create a public or
private nuisance. No cooking shall be done in the demised premises except as is
expressly permitted in the lease.

     15. Tenant shall not obtain, purchase or accept for use in the demised
premises ice, drinking water, food, beverage, towel, barbering, boot blacking,
cleaning, floor polishing or other similar services from any persons not
authorized by Owner in writing to furnish such services, provided always that
the charges for such

                                      -52-
<PAGE>


                                                                    OFF/MAS/1991

services by persons authorized by Owner shall not be excessive. Such services
shall be furnished only at such hours, in such places within the demised
premises, and under such regulations as may be filed by Owner. Tenant shall not
purchase or contract for waxing, rug shampooing, venetian blind washing,
furniture polishing, lamp servicing, cleaning of electric fixtures, removal of
garbage or towel service in the demised premises except from contractors,
companies or persons so approved by the Owner.

     16. Owner reserves the right (although it is understood that Owner shall
not be obligated under any circumstances) to exclude from the Building during
hours other than regular business hours (8:00 a.m. through 6:00 p.m. Monday
through Friday) and days all persons who do not present a pass signed by Owner.
All persons entering and/or leaving the Building during hours other than regular
business hours and days may be required to sign a register. Owner will furnish
passes to persons for whom Tenant requests same in writing. Tenant shall be
responsible for all persons for whom Tenant requests such pas an shall be liable
to Owner for all acts or omissions of such persons. Owner's providing of
services during other than regular business hours and days shall not be
interpreted to mean that the Building is in operation during such after-hours;
Owner shall have no obligation, during such after-hours, to take measures
regarding security of Tenant's invitees using the demised premises during other
than regular business hours and days. Owner shall have no liability to Tenant
for failure to implement any such security system or, in the event such system
is implemented, for any losses suffered by Tenant by reason of the operation of
system, except in the vent of Owner's negligence.

     17. Tenant, before closing and leaving the demised premises at any time,
shall turn off the lights. All entrance doors in the demised premises shall be
left locked by Tenant when the demised premises are not in use. Entrance doors
shall not be left open at any time.

     18. Tenant shall provide artificial light and electrical energy for the
employees of Owner and/or Owner's contractors while doing janitorial service or
other cleaning in the demised premises and while making repairs or alterations
in the demised premises.

     19. The requirements of Tenant will be attended to only upon application at
the office of the Building or, in the absence of such office, at the office of
Owner or its designated agent. Employees of Owner shall not perform any work or
do anything outside of their regular duties for the account of Tenant, unless
under instructions from Owner.

                                      -53-
<PAGE>


                                                                    OFF/MAS/1991

     20. There shall not be used in any space, or in any lobbies, corridors,
public halls or other public areas of the Building, in the moving or delivery or
receipt of safes, freights, furniture, packages, boxes, crates, paper, office
material, or any other object or thing, any hand trucks except those equipped
with rubber tires and such other safeguards as Owner shall require. No move or
delivery of any object or thing of whatever nature, other than light-weight
objects hand-carried by not more than one person, shall be made without at least
24 hours prior notice by Tenant to Owner and without Tenant, prior to any such
move or delivery, laying (without affixation or attachment to any part of the
floor or floor covering) adequate masonite or plywood sheets covering all lobby
corridor, public hall and other public area floors of the Building (whether or
not carpeted) over which such move or delivery shall take place.

     21. Owner reserves the right to rescind, alter or waive any rule or
regulation at any time prescribed for the Building, when, in its judgment, it
deems it necessary or desirable for the reputation, safety, care or appearance
of the Building or the Park, if applicable, or the preservation of good order
therein, or the operation or maintenance of the Building (or the Park or the
equipment thereof, or the comfort of tenants or others in the equipment thereof,
or the comfort of tenants or others in the Building. No recision, alteration or
waiver of any rule or regulation in favor of one tenant shall operate as a
recision, alteration or waiver in favor of any other tenant.

     22. Tenant, its employees, agents, licensees, contractors and subtenants
shall not litter any public areas of the Building the Park, if applicable, or
the Real Property (including, the walkways and parking areas located thereon).

     23. Owner shall not unreasonably withhold or delay from Tenant any approval
provided for in the Rules and Regulations.

                                      -54-
<PAGE>


                                                                    OFF/MAS/1991

                                                                       EXHIBIT B

                             CLEANING SPECIFICATIONS

1.   General

     (a)  All non-carpeted flooring to be swept and/or dust mopped on each
          business day.

     (b)  All carpeting areas and rugs vacuumed twice weekly.

     (c)  All stairways to be swept weekly.

     (d)  Empty and wipe wastepaper baskets and ashtrays each business day.

     (e)  Cigarette urns to be cleaned each business day and sand replaced when
          necessary.

     (f)  Floors, walls and interior surfaces of lobby, elevators and public
          corridors to be maintained as required.

     (g)  Dust furniture and window sills as required.

     (h)  Water coolers to be wiped each business day.

     (i)  Entrance lobby glass to be washed or wiped each business days.

2.   Lavatories Daily (Business Days)

     (a)  All flooring to be sept and washed using disinfectant in water.

     (b)  All basins, bowls, urinals and toilet seats to be washed.

     (c)  All mirrors to be washed.

     (d)  Paper towels and sanitary disposal receptacles to be emptied and
          cleaned.

     (e)  Toilet tissue holders and soap and paper towel dispensers to be
          filled.

                                      -55-
<PAGE>


                                                                    OFF/MAS/1991

3.   Windows

     (a)  Three times per year clean all exterior windows on the inside only,
          provided that window sills are free of articles and access to the
          windows is not obstructed.

     (b)  Two times per year clean all exterior windows on the outside.

4.   Venetian Blinds

     Venetian blinds to be dusted annually.

5.   Ledges and moldings

     Ledges and moldings to be high dusted semi-annually as required.

6.   Lighting Fixtures

     Interior and exterior of lighting fixtures to be dusted annually as
     required.

                                      -56-

<PAGE>


                                                                    OFF/MAS/1991

                                                                       EXHIBIT C

                               WORK SPECIFICATIONS

Owner agrees at its sole expense and without charge to Tenant, to do the
following Building Standard Work in the demised premises unless otherwise set
forth on the Floor Plan attached hereto:

     A.   General Construction:

          1.   Partitions

               Owner shall supply and install ceiling-high metal stud drywall
               partitions with 5/8" sheet rock on both sides. All partitions to
               be finished with 4" base, either cove or straight. Corridor and
               classroom and between tenant partitions shall be of sound
               attenuating construction, extending to the underside of the floor
               above.

          2.   Doors

               Owner shall supply and install necessary doors. All interior
               tenant doors to be solid laminate 3' full height and shall be
               furnished complete with bucks, 1-1/2 pair butts, door stops and
               latch sets.

          3.   Ceilings

               Owner shall supply and install a 2' x 4' textured acoustical
               ceiling tile laid in a tee system throughout all tenant areas.

          4.   Electrical

               Owner shall supply and install:

               (a)  Lightings

                    Recessed building standard 2' x 4' light fixtures. Initial
                    lamping by Owner; all subsequent replacements by Tenant.

                                      -57-
<PAGE>


                                                                    OFF/MAS/1991

               (b)  Outlets

                    Duplex convenience wall outlets as shown on the floor plan
                    attached hereto and made a part hereof.

               (c)  Switches

                    Wall switches in each partitioned office and classrooms, one
                    switch at entrance to open areas and one switch for audio
                    visual equipment in the classroom.

          5.   Telephone

               Tenant shall make arrangements with any telephone company for
               installation of telephone service. Owner will not provide or
               initiate such service. Owner has provided space for Tenant's
               phone system in a closet in the buffet prep areas as shown on the
               attached plan. Owner will also provide a four foot by four foot
               piece of plywood and a dedication circuit for Tenant's phone
               system within the closet.

          6.   Window Covering

               Building Standard Riviera by Levolor (or equal 1" slat) Slimline
               Tapeless blinds will be provided at all exterior windows in a
               uniform color throughout the building. No substitution from
               Building Standard will be permitted.

          7.   Painting

               All partitions will be painted with two coats of flat finish
               latex paint. Exposed metal surfaces, e.g. convector enclosures,
               doors and bucks will be painted with two coats semi-gloss enamel.
               Charge will be made for more than one color in any one room.
               Selection will be from premised Building Standard Color Chart.
               Should Tenant desire colors darker or different than the Building
               Standard Color Chart, same colors shall be at Tenant's sole
               expense.

                                      -58-
<PAGE>


                                                                    OFF/MAS/1991

          8.   Flooring

               Owner shall install Owner's standard grade carpet to be selected
               by Tenant from Owner's standard selection chart as to type and
               color. The floors in the kitchenette and storage rooms shall be
               vinyl composite tile, colors of which shall be chosen by Tenant
               from Owner's standard selection chart.

          9.   Substitutions

               Tenant may substitute like items for building Standard items of
               similar quality, but no credits for Building Standard items will
               be given against the cost of items so substituted. No credit will
               be given for Building Standard items not utilized by Tenant.

     B.   Heating, Ventilation and Air Conditioning

          The Owner shall furnish and install a complete heating, ventilating
          and year-round air conditioning system. The equipment shall be capable
          of maintaining an indoor temperature of 78(degree) F.D.B. at 50% R.H.
          during summer (June through September) based on the local 2-1/2%
          outdoor design condition as specified in the latest edition of the
          "Ashrae Handbook of Fundamentals" and 72(degree) F.D.B. in the winter
          based on local 97(degree) 1/2% design as specified in the latest
          edition of the "Ashrae Handbook of Fundamentals".

          The air conditioning system will provide fresh air in a quantity of
          not less than .10 cubic feet per minute per square foot of rentable
          floor area.

          Owner represents that the HVAC design and installation will
          accommodate Tenant's use.

Real Estate Taxes assessed against any item of construction which is a part of
Owner's standard work letter or customary installation are included as part of
the Lease terms set forth herein. If any additional specifications, extras or
non-standard items of improvement give rise to the assessment of additional real
estate taxes, such taxes shall be for the account of Tenant.

All selections or designations to be made by Tenant are to be made within five
(5) business days after request by Owner. If Tenant has not made such
designation or selections within said period, the Owner shall be authorized to
do so on behalf of the Tenant.

                                      -59-